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): June 6, 2023
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 June 6, 2023, 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 Ms. Lauren Merendino as a director of the Company, effective as of June 6, 2023.
There are no related party transactions between Ms. Merendino (or any member of her 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 Ms. Merendino and any other person or entity pursuant to which Ms. Merendino was appointed as a director of the Company.
Ms. Merendino 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 Ms. Merendino on June 6, 2023. In addition, Ms. Merendino 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 24, 2023.
The Board has not yet determined the committee(s) of the Board, if any, to which Ms. Merendino will be named.
Item 7.01 Regulation FD Disclosure
On June 6, 2023, the Company issued a press release announcing the appointment of Ms. Merendino 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 |
Exhibit No. |
Description |
|
99.1 | Press Release dated June 6, 2023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: June 6, 2023 | ||
By: | /s/ David Wood | |
Name: David Wood | ||
Title: Chief Financial Officer |
Exhibit 99.1
ESSA Pharma Appoints Lauren Merendino to its Board of Directors
South San Francisco, California and Vancouver, Canada, June 6, 2023 - ESSA Pharma Inc. ("ESSA", or the "Company") (NASDAQ: EPIX), a clinical-stage pharmaceutical company focused on developing novel therapies for the treatment of prostate cancer, today announced the appointment of Lauren Merendino, M.B.A., to its Board of Directors. Ms. Merendino is a leading biopharmaceutical executive who brings over 25 years of commercial experience spanning 20+ disease states, including 15 years of leadership for oncology-specific portfolios.
“Lauren’s cross-functional expertise in guiding products through all stages of commercial development adds a valuable perspective that complements the skillset of our Board of Directors,” stated Richard M. Glickman, L.L.D. (Hon), Chairman of ESSA's Board of Directors. “We warmly welcome her to the team and are confident that Lauren’s proven market acumen will support ESSA’s pipeline advancement and collaborations.”
“ESSA’s unique program of first-in-class anitens targeting the N-terminal domain of the androgen receptor brings important innovation to the prostate cancer clinical landscape,” said Ms. Merendino. “I am delighted to be appointed to ESSA’s Board of Directors and look forward to leveraging my commercial knowledge and experience in oncological programs to ensure that ESSA’s therapies can be delivered to the patient populations who can benefit the most.”
Ms. Merendino recently joined Day One Biopharmaceuticals as Chief Commercial Officer, prior to which she was Chief Commercial Officer at Myovant Sciences. In that role, she led the Commercial organization including sales, marketing, market access and analytics, to drive the successful launches of two products across three indications within two years’ time. Previously, Ms. Merendino served as the Vice President of Neurological Rare Diseases at Genentech, Inc., where she was led a cross-functional team to launch products in the neurological rare disease therapeutic area and collaboration efforts across marketing, medical affairs and government affairs. Ms. Merendino also held positions of increasing authority at Genentech in commercial organization across sales, marketing and strategy, with a focus in oncology. Throughout her career, she has built broad experience in national sales, marketing, as well as commercial strategies for molecules in early development and business development deals. She earned her B.S. degree in Microbiology from Pennsylvania State University and her M.B.A. in Marketing and Management from New York University.
About ESSA Pharma Inc.
ESSA is a clinical-stage pharmaceutical company focused on developing novel and proprietary therapies for the treatment of patients with prostate cancer. For more information, please visit www.essapharma.com and follow us on Twitter under @ESSAPharma.
Forward-Looking Statement Disclaimer
This release contains certain information which, as presented, constitutes "forward-looking information" within the meaning of the Private Securities Litigation Reform Act of 1995 and/or applicable Canadian securities laws. Forward-looking information involves statements that relate to future events and often addresses expected future business and financial performance, containing words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions and includes, but is not limited to, statements regarding the Company’s plans to leverage Ms. Merendino’s expertise, plans to further ESSA’s pipeline and the Company’s development program.
Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of ESSA to control or predict, and which may cause ESSA’s actual results, performance or achievements to be materially different from those expressed or implied thereby. Such statements reflect ESSA’s current views with respect to future events, are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by ESSA as of the date of such statements, are inherently subject to significant medical, scientific, business, economic, competitive, political and social uncertainties and contingencies. In making forward looking statements, ESSA may make various material assumptions, including but not limited to (i) the accuracy of ESSA’s financial projections; (ii) obtaining positive results of clinical trials; (iii) obtaining necessary regulatory approvals; and (iv) general business, market and economic conditions.
Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein and in ESSA’s Quarterly Report on Form 10-Q dated May 9, 2023 under the heading “Risk Factors”, a copy of which is available on ESSA’s profile on EDGAR at www.sec.gov and on the SEDAR website at www.sedar.com, and as otherwise disclosed from time to time on ESSA’s EDGAR and SEDAR profiles. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and ESSA undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable United States and Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements.
Company Contact
David Wood, Chief Financial Officer ESSA Pharma Inc. Contact: (778) 331-0962 Email: dwood@essapharma.com |
Investor Relations Contact:
Xuan Yang Solebury Strategic Communications Contact: (646) 378-2975 Email: xyang@soleburystrat.com |
Media Contact:
Zara Lockshin Solebury Strategic Communications Contact: (646) 378-2960 Email: zlockshin@soleburystrat.com |