ESSA PHARMA, INC.
5.10%
2,262,026
1633932
29668H708
Apr 14, 2025
Apr 15, 2025, 04:46 PM
Reporting Persons (6)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| SOLEUS CAPITAL MASTER FUND, L.P. | Partnership | 5.10% | 2,262,026 | 0 | 2,262,026 |
| SOLEUS CAPITAL, LLC | Other | 5.10% | 2,262,026 | 0 | 2,262,026 |
| SOLEUS CAPITAL GROUP, LLC | Other | 5.10% | 2,262,026 | 0 | 2,262,026 |
| SOLEUS CAPITAL MANAGEMENT, L.P. | Partnership | 5.10% | 2,262,026 | 0 | 2,262,026 |
| SOLEUS GP, LLC | Other | 5.10% | 2,262,026 | 0 | 2,262,026 |
| GUY LEVY | Individual | 5.10% | 2,262,026 | 0 | 2,262,026 |
Disclosure Items (7)
Common Stock
ESSA PHARMA, INC.
Suite 720, Vancouver, A1, V5Z 1K5
This statement is a joint filing 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"). The securities reported in this Schedule 13D 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 of 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 (the "Exchange Act"), 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.
The principal office and business address of each of the Reporting Persons is 104 Field Point Road, 2nd Floor, Greenwich, CT 06830.
The principal business of the Reporting Persons is to invest in equity and equity-related securities and other securities of any kind or nature, and to make decisions regarding such securities. Mr. Guy Levy is the sole managing member of SCG, Soleus GP and other affiliated investment entities, as well the founder, Chief Executive Officer and Chief Investment Officer of SCM, the investment manager of Master Fund.
The Reporting Persons have not, during the last five years, been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it or he is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Each of Soleus Capital, SCG and Soleus GP is a Delaware limited liability company. SCM is a Delaware limited partnership. Master Fund is a Cayman Islands limited partnership. Mr. Guy Levy is a citizen of the United States.
On or about August 27, 2019, in connection with an offering by the Issuer of an aggregate of 6,080,596 shares of Common Stock and 11,919,404 pre-funded warrants at a price of $2.00 per security for aggregate gross proceeds of $36.0 million, Master Fund and Soleus Capital Special Opportunities Fund, L.P. ("Soleus Special Fund") purchased an aggregate of 1,250,000 shares of Common Stock and 5,000,000 pre-funded warrants for an aggregate purchase price of $12.5 million. In addition to the foregoing purchases of the securities of the Issuer in connection with the August 2019 financing transaction, Master Fund and Soleus Special Fund have from time to time purchased and sold shares of Common Stock in open market transactions. As of the date of the filing of this Schedule 13D, Soleus Special Fund no longer holds any shares of Common Stock, and the warrants issued in connection with the August 2019 financing are no longer outstanding. The sources of funds used for the above described purchases was the working capital of the Reporting Persons or their affiliates. None of the funds used in connection with such purchases were borrowed by the Reporting Persons.
As of the date hereof, the Reporting Persons beneficially own an aggregate of 2,262,026 shares of Common Stock, representing approximately 5.1% of the outstanding shares of Common Stock (based upon 44,388,550 shares of Common Stock issued and outstanding as of February 10, 2025, as set forth on the front cover of the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2024 filed with the U.S. Securities and Exchange Commission on February 11, 2015). All of the shares of Common Stock beneficially owned by the Reporting Persons are held directly by Master Fund. Soleus Special Fund no longer holds any securities of the Issuer.
All of the shares reported in this Schedule 13D 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 of 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 Exchange Act, 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.
None of the Reporting Persons has effected any transactions in the Issuer's Common Stock during the 60 days preceding the date of this Schedule 13D.
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.
Not applicable.
Other than the Joint Filing Agreement attached as Exhibit 1 hereto, 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, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.
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.