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): September 13, 2022
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) | 98-1250703 (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 ¨
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 13, 2022, the Board of Directors (the “Board”) of Essa Pharma Inc. (the “Company”), based upon a recommendation from the Nominating and Corporate Governance Committee of the Board, voted to appoint Mr. Philip Kantoff as a director of the Company, effective as of September 13, 2022.
There are no related party transactions between Mr. Kantoff (or any member of his immediate family) and the Company (or its subsidiary) that would require disclosure under Item 404(a) of Regulation S-K, and there is no arrangement or understanding between Mr. Kantoff and any other person or entity pursuant to which Mr. Kantoff was appointed as a director of the Company.
Mr. Kantoff will participate in the Company’s standard compensation plan for non-executive members of the Board, including an initial stock option grant, which will be granted to Mr. Kantoff on September 13, 2022. In addition, Mr. Kantoff will enter into an indemnity agreement with the Company consistent with the form of the existing indemnity agreement entered into between the Company and its directors and officers. The standard compensation plan for non-executive members of the Board is described in the section titled “Director Compensation” of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on January 28, 2022.
The Board has not yet determined the committee(s) of the Board, if any, to which Mr. Kantoff will be named.
| Item 7.01 | Regulation FD Disclosure |
On September 13, 2022, the Company issued a press release announcing the appointment of Mr. Kantoff to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information provided under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
| | (d) Exhibits |
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: September 13, 2022 | |
| | |
| | By: | /s/ David Wood |
| | | Name: David Wood |
| | | Title: Chief Financial Officer |
