SEC Form SC 13D filed by ESSA Pharma Inc.

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D

Under the securities exchange act of 1934
(amendment no. ___)*

ESSA Pharma Inc.
(Name of Issuer)

Common Shares, no par value per share
(Title of Class of Securities)

29668H708
(CUSIP Number)

Kevin Tang

4747 Executive Drive, Suite 210

San Diego, CA 92121

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 1, 2024
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Statement on Schedule 13D (this “Statement”) relates to the Common Shares, no par value per share (the “Common Shares” or “Shares”) of ESSA Pharma Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is Suite 720, 999 West Broadway, Vancouver, BC V5Z 1K5.

This Statement is voluntarily filed by Tang Capital Management, LLC, a Delaware limited liability company that is the general partner of Tang Capital Partners, LP (“Tang Capital Management”); Kevin Tang, a United States citizen who is the manager of Tang Capital Management and Chief Executive Officer of Concentra Biosciences, LLC (“Kevin Tang”); Tang Capital Partners, LP, a Delaware limited partnership engaged in capital management (“Tang Capital Partners”); Tang Capital Partners III, Inc., a Nevada corporation that is indirectly wholly owned by Tang Capital Partners (“Tang Capital Partners III”); Tang Capital Partners IV, Inc., a Nevada corporation that is indirectly wholly owned by Tang Capital Partners (“Tang Capital Partners IV”); and Concentra Biosciences, LLC, a Delaware limited liability company (“Concentra” and, collectively with Tang Capital Management, Kevin Tang, Tang Capital Partners, Tang Capital Partners III and Tang Capital Partners IV, the “Reporting Persons”). Kevin Tang is the sole director and Chief Executive Officer of Tang Capital Partners III and Tang Capital Partners IV. The address of Tang Capital Management, Kevin Tang, Tang Capital Partners and Concentra is 4747 Executive Drive, Suite 210, San Diego, CA 92121. The address of Tang Capital Partners III and Tang Capital Partners IV is 5955 Edmond Street, Las Vegas, NV 89118.

During the past five years, none of the Reporting Persons have been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Common Shares were acquired with approximately $6.8 million of working capital set aside by Tang Capital Partners for the general purpose of investing. Tang Capital Partners, LP maintains commingled margin accounts with various financial institutions, which may extend margin credit to Tang Capital Partners, LP as and when required, to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. The margin accounts may from time to time have debit balances. Since multiple different securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein.

The Reporting Persons purchased the Common Shares reported hereunder for investment purposes, and such purchases were made in the Reporting Persons’ ordinary course of business. As with their other investments, the Reporting Persons continuously evaluate the Issuer, including but not limited to its businesses, results of operations, and prospects. The Reporting Persons may engage in discussions with the Issuer and its representatives and may seek to enter into a confidentiality agreement with the Issuer, and such discussions may include negotiations with the Issuer in respect to an acquisition proposal. There can be no certainty as to whether discussions will occur, or, if they do, the outcome of such discussions.

The Reporting Persons will continue to closely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with the management or Board of Directors of the Issuer. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons: (1) modifying their ownership of the Common Shares, including selling part or all of the Common Shares beneficially held by the Reporting Persons; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer’s operations, governance or capitalization; or (4) pursuing one or more of the other actions described in Item 4 of this Schedule 13D.

In addition to the information disclosed in this Statement, the Reporting Persons reserve the right to: (1) formulate plans and proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in Item 4 of this Schedule 13D; and (3) subject to applicable law and regulation, acquire additional Common Shares or dispose of some or all of the Common Shares beneficially owned by them, in each case in the open market, through privately negotiated transactions or otherwise.

(a) Tang Capital Management beneficially owns 4,300,000 of the Issuer’s Common Shares. Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners and Kevin Tang.

Kevin Tang beneficially owns 4,300,000 of the Issuer’s Common Shares. Kevin Tang shares voting and dispositive power over such shares with Tang Capital Partners and Tang Capital Management.

Tang Capital Partners beneficially owns 4,300,000 of the Issuer’s Common Shares. Tang Capital Partners shares voting and dispositive power over such shares with Tang Capital Management and Kevin Tang.

The percentages used herein are based on 44,368,959 Common Shares outstanding as of August 5, 2024, as set forth in the Issuer’s Quarterly Report filed on Form 10-Q that was filed with the Securities and Exchange Commission on August 5, 2024.

Percent of Class:

(b)       Number of shares as to which such person has:

(c)       The following describes all transactions in the Issuer’s Common Shares that were effected during the past 60 days by the Reporting Persons: 

(d)       No person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares beneficially owned by the Reporting Persons.

¹ The prices reported are weighted average prices. These shares were purchased in multiple transactions at prices ranging from $1.51 to $1.60. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the SEC staff, upon request, all information regarding the number of shares purchased at each price within the ranges set forth in Footnotes 1 through 10 herein.

² These shares were purchased in multiple transactions at prices ranging from $1.50 to $1.59.

³ These shares were purchased in multiple transactions at prices ranging from $1.53 to $1.59.

⁴ These shares were purchased in multiple transactions at prices ranging from $1.52 to $1.64.

⁵ These shares were purchased in multiple transactions at prices ranging from $1.58 to $1.62.

⁶ These shares were purchased in multiple transactions at prices ranging from $1.56 to $1.64.

⁷ These shares were purchased in multiple transactions at prices ranging from $1.66 to $1.70.

⁸ These shares were purchased in multiple transactions at prices ranging from $1.63 to $1.77.

⁹ These shares were purchased in multiple transactions at prices ranging from $1.74 to $1.89.

¹⁰ These shares were purchased in multiple transactions at prices ranging from $1.77 to $1.86.

(e)       Not applicable.

To the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Exhibit 1:       Joint Filing Agreement by and among the Reporting Persons. 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TANG CAPITAL PARTNERS, LP

By: Tang Capital Management, LLC, its General Partner 

TANG CAPITAL MANAGEMENT, LLC 

CONCENTRA BIOSCIENCES, LLC

TANG CAPITAL PARTNERS III, INC 

TANG CAPITAL PARTNERS IV, INC 

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares, no par value, of ESSA Pharma Inc., and that this Agreement be included as an Exhibit to such joint filing. The Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 8^th day of November, 2024.

TANG CAPITAL PARTNERS, LP

By: Tang Capital Management, LLC, its General Partner 

TANG CAPITAL MANAGEMENT, LLC 

CONCENTRA BIOSCIENCES, LLC

TANG CAPITAL PARTNERS III, INC 

TANG CAPITAL PARTNERS IV, INC