Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
ESSA PHARMA, INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
29668H708 (CUSIP Number) |
Soleus Capital Master Fund L.P 104 Field Point Road, 2nd Floor, Attn: Steven J. Musumeci Greenwich, CT, 06830 (475) 208-3178 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 29668H708 |
| 1 |
Name of reporting person
SOLEUS CAPITAL MASTER FUND, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,362,026.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 29668H708 |
| 1 |
Name of reporting person
SOLEUS CAPITAL, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,362,026.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 29668H708 |
| 1 |
Name of reporting person
SOLEUS CAPITAL GROUP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,362,026.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 29668H708 |
| 1 |
Name of reporting person
SOLEUS CAPITAL MANAGEMENT, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,362,026.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 29668H708 |
| 1 |
Name of reporting person
SOLEUS GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,362,026.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 29668H708 |
| 1 |
Name of reporting person
GUY LEVY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,362,026.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
ESSA PHARMA, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
Suite 720, 999 West Broadway, Vancouver,
BRITISH COLUMBIA, CANADA
, V5Z 1K5. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment") is being filed by Soleus Capital Master Fund, L.P. ("Master Fund"), Soleus Capital, LLC ("Soleus Capital"), Soleus Capital Group, LLC ("SCG"), Soleus Capital Management, L.P. ("SCM"), Soleus GP, LLC ("Soleus GP"), and Mr. Guy Levy (each of the foregoing, individually, a "Reporting Person", and collectively, the "Reporting Persons") with respect to the beneficial ownership of the Reporting Persons in Essa Pharma, Inc., a corporation existing under the laws of the Province of British Columbia, Canada (the "Issuer"). This Amendment is being filed to supplement and update the information set forth in the Schedule 13D as previously filed on April 15, 2025 (the " Original Schedule 13D") and Amendment No. 1 to Scheule 13D as previously filed on April 23, 2025 ("Amendment No. 1", and together with the Original Schedule 13D, the "Schedule 13D"). Each Item included in this Amendment amends and restates the information disclosed in the corresponding Item of the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meanings herein as are ascribed to such terms in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Amendment, the Reporting Persons beneficially own an aggregate of 4,362,026 shares of Common Stock, representing approximately 9.8% of the outstanding shares of Common Stock (based upon 44,388,550 shares of Common Stock issued and outstanding as of May 7, 2025, as set forth on the front cover of the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the U.S. Securities and Exchange Commission on May 8, 2025). All of the shares of Common Stock beneficially owned by the Reporting Persons are held directly by Master Fund. | |
| (b) | All of the shares reported in this Amendment are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of SCG, Soleus Capital, SCM, Soleus GP and Mr. Levy disclaims beneficial ownership of these securities held directly by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. | |
| (c) | None of the Reporting Persons has effected any transactions in the Issuer's Common Stock during the 60 days preceding the date of this Amendment. However, on July 17, 2025, Master Fund unwound a previously disclosed cash settled swap transaction with respect to 2,100,000 shares of Common Stock (the "Swap Unwind"), following which Master Fund acquired from the counterparty to such swap transaction, in a private transaction, 2,100,000 shares of Common Stock to replace the economic exposure to the Issuer that was reduced in connection with the Swap Unwind. The per share purchase price for such shares was equal to the closing price of the Common Stock on July 17, 2025 ($1.87 per share), for an aggregate price of approximately $3,927,000. Master Fund used cash from its working capital to acquire such shares. | |
| (d) | Under certain circumstances set forth in the limited partnership agreement of Master Fund, the general partner and/or limited partners, as applicable, of Master Fund may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by Master Fund. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Master Fund has entered into cash settled swap transactions with respect to which it receives payments calculated by reference to the rate of return on Common Stock in exchange for payments by Master Fund to the swap counterparty equal to a fixed or floating interest rate on the notional amount of the swap. As of the date of this Amendment, these swaps reflect economic exposure to an aggregate of 1,875,351 shares of Common Stock. Master Fund does not obtain any beneficial ownership of the Common Stock (including the power to vote or direct the voting, or dispose or direct the disposition, of the shares of Common Stock that are subject to the swaps) or any right to obtain the Common Stock in connection with these swap transactions, and may enter into additional swap transactions or terminate existing swap transactions at any time. As a result, the Reporting Persons disclaim beneficial ownership of the shares of Common Stock that are subject to the swap transactions. Other than the Joint Filing Agreement attached as Exhibit 1 to the original Schedule 13D, or as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to any securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
1. Joint Filing Agreement, dated April 15, 2025, among the Reporting Persons. (#) 2. Letter dated April 15, 2025 from Soleus Capital Management, L.P. to the Board of Directors of the Issuer. (#) # Previously filed as an exhibit to the original Schedule 13D filed by the Reporting Persons on April 15, 2025. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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