0000947871-20-000697.txt : 20200819 0000947871-20-000697.hdr.sgml : 20200819 20200819171408 ACCESSION NUMBER: 0000947871-20-000697 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200819 DATE AS OF CHANGE: 20200819 GROUP MEMBERS: ORBIMED CAPITAL GP VI LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESSA Pharma Inc. CENTRAL INDEX KEY: 0001633932 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88939 FILM NUMBER: 201117791 BUSINESS ADDRESS: STREET 1: SUITE 720 STREET 2: 999 WEST BROADWAY CITY: VANCOUVER STATE: A1 ZIP: V5Z 1K5 BUSINESS PHONE: (778) 331-0962 MAIL ADDRESS: STREET 1: SUITE 720 STREET 2: 999 WEST BROADWAY CITY: VANCOUVER STATE: A1 ZIP: V5Z 1K5 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 IRS NUMBER: 133976876 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 ss180118_sc13ga.htm AMENDMENT NO. 1
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 




 

Essa Pharma Inc.
(Name of Issuer)

 

 

Common Stock
(Title of Class of Securities)

 

 

29668H104
(CUSIP Number)

 

 

August 6, 2020
(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o  Rule 13d-1(b)

x Rule 13d-1(c)

o  Rule 13d-1(d)

 

 

*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).

 

 
   

 

CUSIP No. 29668H104  SCHEDULE 13G Page 2 of 8 Pages
         
1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 

 

OrbiMed Capital GP VI LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) o

 
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,177,483

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,177,483

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,177,483

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.1%*

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

*This percentage is calculated based upon 29,008,511 shares outstanding as of August 6, 2020, as reported in the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission on August 7, 2020.

 

 

   

 

 CUSIP No. 29668H104  SCHEDULE 13G Page 3 of 7 Pages
         
1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 

 

OrbiMed Advisors LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) o

 
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,177,483

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,177,483

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,177,483

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

 

o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.1%*

12

TYPE OF REPORTING PERSON (See Instructions)

 

IA

 

*This percentage is calculated based upon 29,008,511 shares outstanding as of August 6, 2020, as reported in the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission on August 7, 2020.

 

 

   

 

CUSIP No.  29668H104  SCHEDULE 13G Page 4 of 7 Pages

 

Item 1.   (a) Name of Issuer:

Essa Pharma Inc.

    (b) Address of Issuer’s Principal Executive Offices:

Suite 720, 999 West Broadway, Vancouver, British Columbia, Canada, V5Z 1K5

Item 2.   (a) Name of Person Filing:

This Schedule 13G is being filed by OrbiMed Advisors LLC (“Advisors”), a limited liability company organized under the laws of Delaware, and OrbiMed Capital GP VI LLC (“GP VI”), a limited liability company organized under the laws of Delaware (collectively, the “Reporting Persons”).

See Exhibit A for the Reporting Persons’ agreement for a joint filing of a single statement on their behalf.

    (b) Address of Principal Business Office:

601 Lexington Avenue, 54th Floor

New York, NY 10022

    (c) Citizenship:

Please refer to Item 4 on each cover sheet for each filing person.

    (d) Title of Class of Securities:

Common Stock

    (e) CUSIP No.:

         29668H104

 

 

 

 

 

 

 

   

 

 CUSIP No. 04335A105  SCHEDULE 13G Page 5 of 7 Pages

 

 

Item 3.

Not Applicable

 

Item 4. Ownership:

 

GP VI is the general partner of OrbiMed Private Investments VI, LP (“OPI VI”), which holds 1,177,483 shares of Common Stock of the Issuer (“Shares”). Advisors is a registered investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E) under the Securities Exchange Act of 1934, as amended, and is the managing member of GP VI. As a result, Advisors and GP VI share the power to direct the vote and the disposition of the Shares held of record by OPI VI. Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein.

(a) Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).

 

(b) Percent of class: See the response(s) to Item 11 on the attached cover page(s).

 

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

 

(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).

 

(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).

 

(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).

 

(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this Statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

 

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

 

 

   

 

Item 8. Identification and Classification of Members of the Group.

 

Not Applicable.

Item 9. Notice of Dissolution of Group.

 

Not Applicable.

Item 10. Certification.

 

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

 

 

 

 

 

 

 

   

 

CUSIP No. 29668H104  SCHEDULE 13G Page 6 of 7 Pages

 

 

SIGNATURES

 

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.

 

Dated: August 19, 2020

 

 

 

OrbiMed Capital GP VI LLC

By: OrbiMed Advisors LLC, its Managing Member

       
  By:  /s/  Carl L. Gordon
    Name:   Carl L. Gordon
    Title:  Member of OrbiMed Advisors LLC
       
 

 

 

OrbiMed Advisors LLC

       
  By:  /s/ Carl L .Gordon
    Name:  Carl L. Gordon
    Title:

 Member

 

 

 

 

 

 

 

 

   
EX-99.A 2 ss180118_ex99a.htm JOINT FILING AGREEMENT
CUSIP No 29668H104  SCHEDULE 13G Page 7 of 7 Pages

 

 

EXHIBIT A

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the Statement on this Schedule 13G dated August 19, 2020 (the “Schedule 13G”), with respect to the Common Stock of Essa Pharma Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This 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 have executed this Agreement as of August 19, 2020.

 

 

 

 

 

OrbiMed Capital GP VI LLC

By: OrbiMed Advisors LLC, its Managing Member

       
  By:  /s/ Carl L. Gordon
    Name:  Carl L. Gordon
    Title:  Member of OrbiMed Advisors LLC
       
 

 

 

OrbiMed Advisors LLC

       
  By:  /s/ Carl L. Gordon
    Name:  Carl L. Gordon
    Title:

 Member