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): March 6, 2024

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 5.07

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 March 6, 2024, ESSA Pharma Inc. (the “Company”), held its 2024 annual general meeting of shareholders (the “Meeting”). A total of 33,428,657 of the Company’s common shares were present or represented by proxy at the meeting, representing approximately 75.69% of the Company’s 44,163,647 common shares that were outstanding and entitled to vote at the Meeting as of the record date of January 16, 2024. 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, 2024, filed with the Securities and Exchange Commission on January 26, 2024.

Proposal 1: Setting the Number of Directors

For	33,424,783
Against	3,874
Abstain	0
Broker Non-Votes	0

Proposal 2: Election of Directors

Nominee	Votes For		% Votes For			Votes Withheld		% Votes Withheld			Broker Non-Votes
David R. Parkinson		29,947,985		99.73	%		81,989		0.27	%		3,398,683
Richard M. Glickman		29,948,035		99.73	%		81,939		0.27	%		3,398,683
Gary Sollis		29,945,788		99.72	%		84,186		0.28	%		3,398,683
Franklin M. Berger		29,937,249		99.69	%		92,725		0.31	%		3,398,683
Scott Requadt		29,947,985		99.73	%		81,989		0.27	%		3,398,683
Marella Thorell		23,840,414		79.39	%		6,189,560		20.61	%		3,398,683
Alex Martin		30,014,431		99.95	%		15,543		0.05	%		3,398,683
Sanford Zweifach		30,013,358		99.94	%		16,616		0.06	%		3,398,683
Philip Kantoff		30,014,381		99.95	%		15,593		0.05	%		3,398,683
Lauren Merendino		30,015,635		99.95	%		14,339		0.05	%		3,398,683

Proposal 3: Appointment and Remuneration of Auditors

For	33,422,178
Withheld	6,478
Broker Non-Votes	1

Proposal 4: Advisory Vote on the Compensation of the Company’s Named Executive Officers

For	29,699,866
Against	330,108
Abstain	0
Broker Non-Votes	3,398,683

Proposal 5: Approval of Omnibus Incentive Plan Amendment

For	29,566,002
Against	463,972
Abstain	0
Broker Non-Votes	3,398,683

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 7, 2024

	By:	/s/ David Wood
		Name:David Wood
		Title:Chief Financial Officer

ESSA Pharma Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders