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October 3, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, DC 20549-3561
Attn: Daniel Crawford
Alan Campbell
Re: ESSA Pharma Inc.
Registration Statement on Form S-3
Filed September 19, 2023
File No. 333-274584
On behalf of ESSA Pharma Inc. (the “Company”), set forth below is the response of the Company to the comment letter (the “Comment Letter”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 26, 2023, with respect to the above-referenced Registration Statement on Form S-3 (File No. 333-274584) filed with the Commission on September 19, 2023 (the “Registration Statement”).
Concurrently with the submission of this letter, the Company is filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system, an amendment to the Registration Statement (the “Amendment”) in response to the Staff’s comment and to reflect certain other changes.
The headings in this letter corresponds to those contained in the Comment Letter. To facilitate the Staff’s review, we have reproduced the text of the Staff’s comment in bold and italics below, followed by the response from the Company.
Securities and Exchange Commission
October 3, 2023
Page 2
Registration Statement on Form S-3
General
| 1. | Please revise to identify the initial transaction(s) pursuant to which the securities the selling securityholders are offering were originally sold. Please also clarify that the initial offering was completed and the securities were issued and outstanding prior to filing this registration statement on Form S-3. Revise your prospectus cover page and elsewhere as appropriate to disclose the aggregate number of shares being registered for resale and file a revised legal opinion that covers the securities to be offered for resale by the selling securityholders. Refer to Securities Act Rule 430B(b)(2) and Questions 228.03 and 228.04 of our Securities Act Rules Compliance and Disclosure Interpretations. |
The Company respectfully acknowledges the Staff’s comment and has revised the Amendment to remove all references to selling securityholders.
* * * * *
Please contact me at (212) 735-2227 or michael.hong@skadden.com if the Staff has any questions or requires additional information.
| Very truly yours, | |
| /s/ Michael J. Hong |
| cc: | David Parkinson |
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