UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 25, 2021
ESSA Pharma Inc.
(Exact name of registrant as specified in its charter)
British Columbia, Canada (State or other jurisdiction of incorporation) | 001-37410 (Commission File Number) | 47-2569713 (IRS Employer Identification No.) |
| | | |
Suite 720, 999 West Broadway, Vancouver, British Columbia, Canada (Address of principal executive offices) | V5Z 1K5 (Zip Code) |
Registrant’s telephone number, including area code: (778) 331-0962
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
| Common Shares, no par value | | EPIX | | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The following information is filed pursuant to Item 5.07, “Submission of Matter to a Vote of Security Holders.”
On February 25, 2021, ESSA Pharma Inc. (the “Company”), held its 2021 annual and special meeting of shareholders (the “Meeting”). A total of 74 of the holders of the Company’s common shares were present or represented by proxy at the meeting, representing approximately 78.5% of the Company’s 33,717,099 common shares that were outstanding and entitled to vote at the Meeting as of the record date of January 13, 2021. Set forth below are the matters acted upon by the Company’s shareholders at the Meeting, and the final voting results on each matter. Each of the proposals are described in further detail in the Company’s definitive proxy statement dated January 26, 2021, filed with the Securities and Exchange Commission on January 26, 2021.
Proposal 1: Election of Directors
| Nominee | | Votes For | | | % Votes For | | | Votes
Withheld | | | % Votes
Withheld | | | Broker
Non-Votes | |
| David R. Parkinson | | | 18,880,503 | | | | 99.97 | % | | | 6,540 | | | | 0.03 | % | | | 7,584,063 | |
| Richard M. Glickman | | | 18,817,052 | | | | 99.63 | % | | | 69,991 | | | | 0.37 | % | | | 7,584,063 | |
| Gary Sollis | | | 18,815,800 | | | | 99.62 | % | | | 71,243 | | | | 0.38 | % | | | 7,584,063 | |
| Franklin M. Berger | | | 15,928,283 | | | | 84.33 | % | | | 2,958,760 | | | | 15.67 | % | | | 7,584,063 | |
| Scott Requadt | | | 18,863,013 | | | | 99.87 | % | | | 24,030 | | | | 0.13 | % | | | 7,584,063 | |
| Marella Thorell | | | 18,880,723 | | | | 99.97 | % | | | 6,320 | | | | 0.03 | % | | | 7,584,063 | |
| Alex Martin | | | 18,880,403 | | | | 99.96 | % | | | 6,640 | | | | 0.04 | % | | | 7,584,063 | |
| Sandy Zweifach | | | 18,884,749 | | | | 99.99 | % | | | 2,294 | | | | 0.01 | % | | | 7,584,063 | |
| Ari Brettman | | | 18,867,561 | | | | 99.90 | % | | | 19,482 | | | | 0.10 | % | | | 7,584,063 | |
Proposal 2: Appointment and Renumeration of Auditors
| For | | | 23,908,830 | |
| Against | | | 0 | |
| Abstain | | | 2,562,276 | |
| Broker Non-Votes | | | 0 | |
Proposal 3: Approval of Omnibus Plan
| For | | | 16,688,450 | |
| Against | | | 2,198,593 | |
| Abstain | | | 0 | |
| Broker Non-Votes | | | 7,584,063 | |
Proposal 4: Approval of Amendment to Stock Option Plan and Certain Grants Thereunder
| For | | | 16,690,007 | |
| Against | | | 2,197,036 | |
| Abstain | | | 0 | |
| Broker Non-Votes | | | 7,584,063 | |
Proposal 5: Approval of Amendment to Articles
| For | | | 18,883,998 | |
| Against | | | 3,045 | |
| Abstain | | | 0 | |
| Broker Non-Votes | | | 7,584,063 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | ESSA PHARMA INC. |
| | (Registrant) |
Date: March 2, 2021
| | By: | /s/ David Wood |
| | | Name: David Wood |
| | | Title: Chief Financial Officer |
