SC 13D

Otello Stampacchia

Otello Stampacchia

0001193125-19-037826.txt : 20190213 0001193125-19-037826.hdr.sgml : 20190213 20190213152633 ACCESSION NUMBER: 0001193125-19-037826 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 GROUP MEMBERS: ANNE-MARI PASTER GROUP MEMBERS: OMEGA FUND IV GP MANAGER, LTD. GROUP MEMBERS: OMEGA FUND IV GP, L.P. GROUP MEMBERS: OTELLO STAMPACCHIA GROUP MEMBERS: RICHARD J. LIM 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88939 FILM NUMBER: 19596723 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: Omega Fund IV, L.P. CENTRAL INDEX KEY: 0001528382 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-502-6538 MAIL ADDRESS: STREET 1: 185 DARTMOUTH STREET CITY: BOSTON STATE: MA ZIP: 02116 SC 13D 1 d672792dsc13d.htm SC 13D SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

ESSA Pharma Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

29668H708

(CUSIP Number)

Anne-Mari Paster

185 Dartmouth Street, Suite 502, Boston, MA 02116

(617) 502-6538

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

October 18, 2018

(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. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

The information required on 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. 29668H708		13D		Page 2 of 13 Pages


1	NAMES OF REPORTING PERSONS Omega Fund IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒(1)
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,084,848
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,084,848
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,084,848
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This Schedule 13D is filed by Omega Fund IV, L.P. (“Omega Fund”), Omega Fund IV GP, L.P. (“Omega GP”), Omega Fund IV GP Manager, Ltd. (“Omega Ltd”), Richard Lim (“Lim”), Otello Stampacchia (“Stampacchia”), and Anne-Mari Paster (“Paster”) (together, the “Reporting Persons”). Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund; and each of Omega Ltd and Omega GP may be deemed to own beneficially the shares held by Omega Fund. Lim, Stampacchia, and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	This percentage is based on 6,311,098 Common Shares outstanding as of December 13, 2018 as set forth in the Issuer’s most recent Form 20-F for the period ending September 30, 2018, filed with the Securities and Exchange Commission on December 13, 2018.


CUSIP No. 29668H708		13D		Page 3 of 13 Pages


1	NAMES OF REPORTING PERSONS Omega Fund IV GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒(1)
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,084,848
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,084,848
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,084,848
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

(2)	This percentage is based on 6,311,098 Common Shares outstanding as of December 13, 2018 as set forth in the Issuer’s most recent Form 20-F for the period ending September 30, 2018, filed with the Securities and Exchange Commission on December 13, 2018.


CUSIP No. 29668H708		13D		Page 4 of 13 Pages


1	NAMES OF REPORTING PERSONS Omega Fund IV GP Manager, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒(1)
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,084,848
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,084,848
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,084,848
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

(2)	This percentage is based on 6,311,098 Common Shares outstanding as of December 13, 2018 as set forth in the Issuer’s most recent Form 20-F for the period ending September 30, 2018, filed with the Securities and Exchange Commission on December 13, 2018.


CUSIP No. 29668H708		13D		Page 5 of 13 Pages


1	NAMES OF REPORTING PERSONS Richard J. Lim
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒(1)
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,084,848
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,084,848
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,084,848
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1)

(2)	This percentage is based on 6,311,098 Common Shares outstanding as of December 13, 2018 as set forth in the Issuer’s most recent Form 20-F for the period ending September 30, 2018, filed with the Securities and Exchange Commission on December 13, 2018.


CUSIP No. 29668H708		13D		Page 6 of 13 Pages


1	NAMES OF REPORTING PERSONS Anne-Mari Paster
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒(1)
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,084,848
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,084,848
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,084,848
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1)

(2)	This percentage is based on 6,311,098 Common Shares outstanding as of December 13, 2018 as set forth in the Issuer’s most recent Form 20-F for the period ending September 30, 2018, filed with the Securities and Exchange Commission on December 13, 2018.


CUSIP No. 29668H708		13D		Page 7 of 13 Pages


1	NAMES OF REPORTING PERSONS Otello Stampacchia
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒(1)
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF, SC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Italy
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,250(2)
		8	SHARED VOTING POWER 1,084,848
		9	SOLE DISPOSITIVE POWER 1,250(2)
		10	SHARED DISPOSITIVE POWER 1,084,848
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,086,098
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.2% (3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1)

(2)	Represents an immediately exercisable option to acquire 750 shares of the Issuer’s Common Shares at a price of $3.58 per share, held by Stampacchia as of February 13, 2019, as well as an option to acquire an additional 500 such shares within 60 days of February 13, 2019.

(3)	This percentage is based on 6,311,098 Common Shares outstanding as of December 13, 2018 as set forth in the Issuer’s most recent Form 20-F for the period ending September 30, 2018, filed with the Securities and Exchange Commission on December 13, 2018.


CUSIP No. 29668H708		13D		Page 8 of 13 Pages

Item 1.

Security and Issuer.

This statement on Schedule 13D (this “Schedule 13D”) relates to the Common Shares, without par value (the “Common Shares”), of ESSA Pharma Inc. (the “Issuer”) having its principal executive office at Suite 720, 999 West Broadway, Vancouver, British Columbia, Canada, V5Z 1K5.

Item 2.

Identity and Background.


(a) - (c), (f)		This Statement is being filed by:

		Omega Fund IV, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“*Omega Fund”), Omega Fund IV GP, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“Omega GP”), Omega Fund IV GP Manager, Ltd., an exempted limited company organized under the laws of the Cayman Islands (“Omega Ltd”), Richard J. Lim, a United States citizen (“Lim”), Anne-Mari Paster, a United States citizen (“Paster”), and Otello Stampacchia, an Italian citizen (“Stampacchia”) (each, a “Reporting Person” and collectively, the “Reporting Persons*”). The reported securities are owned directly by Omega Fund or Stampacchia.

		The address of the principal business and principal office of Omega Fund, Omega GP, Omega Ltd, Lim, Paster and Stampacchia is: 185 Dartmouth Street, Suite 502, Boston, MA 02116. Set forth on Schedule I hereto is the name, position and business address of each Reporting Person’s controlling persons, if any.

		The principal business of Omega Fund is to invest in growth-oriented businesses active in the life sciences field generally. The principal business of Omega GP is to act as the sole general partner of Omega Fund. The principal business of Omega Ltd is to act as the sole general partner of Omega GP. The principal business of Lim, Paster and Stampacchia is to act as managers, shareholders and directors of various Omega entities, including as directors of Omega Ltd.

(d) and (e)		During the last five years, none of the Reporting Persons, nor any individual identified in Schedule I hereto, has 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.

Item 3.

Source and Amount of Funds or Other Consideration.

On January 14, 2016, Omega Fund acquired from the Issuer 1,696,969 units consisting of one Common Share of the Issuer, one Common Share purchase warrant exercisable by payment of cash or on a cashless exercise basis for a period of seven years from the date of issuance, and one-half of one Common Share purchase warrant exercisable by payment in cash only for a period of two years from the date of issuance (collectively, the “2016 Warrants”) for an aggregate price of $3.30 per unit (collectively, the “Omega Shares”).

Pursuant to the 2016 Warrants, Omega Fund had the right to acquire (i) up to 1,696,969 Common Shares at an exercise price of $3.30 per Share for a period of seven years from the issuance date and (ii) up to 848,485 Common Shares at an exercise price of $3.30 per share for a period of two years from the issuance date.

The working capital of Omega Fund was the source of the funds for the purchase of the Omega Shares. No part of the purchase price of the Omega Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Omega Shares.

On January 4, 2018, Omega Fund acquired 9,300,000 Common Shares and 10,700,000 pre-funded Common Share purchase warrants (the “2018 Warrants”) of the Issuer, each for a price of $0.20 per security.

On April 25, 2018, the Issuer completed a consolidation of its issued and outstanding Common Shares, resulting in a 20-to-1 reverse split (the “Reverse Split”).


CUSIP No. 29668H708		13D		Page 9 of 13 Pages

Accordingly, following the Reverse Split, the Common Shares purchased on January 4, 2018 represented 465,000 Common Shares; the 2018 Warrants were exercisable to purchase 535,000 Common Shares; the Common Shares purchased on January 14, 2016 represented 84,848 Common Shares; and the 2016 Warrants were exercisable to purchase 84,848 Common Shares.

On October 1, 2018, the Issuer issued 535,000 Common Shares to Omega Fund upon the exercise of the 2018 Warrants.

References to “Omega Shares” shall include the 465,000 Common Shares and 2018 Warrants to purchase 535,000 Common Shares owned by the Reporting Persons as a result of the January 4, 2018 purchase.

The 2016 Warrants issued to Omega Fund on January 14, 2016 exercisable for a period of up to two years expired by their terms on January 14, 2018 and, accordingly, are not reflected in this Schedule 13D as owned by the Reporting Persons.

On October 18, 2018, Stampacchia was appointed to the Board of the Issuer. In relation to this appointment, the Issuer granted to Stampacchia 12,000 options to acquire Common Shares (the “Options”), exercisable at a price of $3.58 per share. The Options vest in forty-eight equal installments beginning from the date of grant and have a ten-year term. Accordingly, as of February 13, 2019, Stampacchia has an exercisable option to acquire 1,250 Common Shares within 60 days of the date of this report.

The Issuer itself was the source of the funds for the granting of the Options to Stampacchia. No part of the purchase price of the Options was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Options.

Item 4.

Purpose of Transaction.

The information contained in Item 3 above is incorporated herein by reference.

Omega Fund appointed Stampacchia, a managing director of Omega Fund Management, LLC, to the board of directors of the Issuer on October 18, 2018. Stampacchia continues to serve on the board of directors of the Issuer.

Except as set forth in this Item 4, none of the Reporting Persons has any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.

Omega Fund acquired the shares of the Issuer’s Common Shares for investment purposes. Omega Fund expects to review from time to time its investment in the Issuer and may, depending on the Issuer’s business, assets, operations, financial condition, prospects and other factors, as well as (and subject to) the terms of the contracts described in Item 6 of this Schedule: (i) purchase additional Common Shares, options or other securities of the Issuer in the open market, in privately negotiated transactions or otherwise; (ii) sell all or a portion of the Common Shares, options or other securities now beneficially owned or hereafter acquired by it; (iii) propose one or more directors for the Issuer’s board of directors; (iv) engage in discussions, negotiations or enter into other transactions with a view to obtaining direct or indirect control of the Issuer; (v) acquire assets of the Issuer and its subsidiaries; and (vii) engage in such other proposals as Omega Fund may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.

Also, consistent with its investment intent, Omega Fund may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the Issuer, including but not limited to its operations, governance and control.

Item 5.

Interest in Securities of the Issuer.

(a), (b) The aggregate number and percentage of Common Shares of the Issuer owned by each Reporting Person are (i) based upon 6,311,098 Common Shares outstanding as of December 13, 2018 as set forth in the Issuer’s most recent Form 20-F for the period ending September 30, 2018, filed with the Securities and Exchange Commission on December 13, 2018, and (ii) assume the exercise of all warrants to purchase Common Shares exercisable within 60 days of the date of this report beneficially owned by such Reporting Person.

The Reporting Persons, with the exception of Stampacchia, may be deemed to beneficially own an aggregate of 1,084,848 Common Shares. This aggregate number represents approximately 17.2% of the total shares of the Common Shares currently outstanding. Stampacchia may be deemed to beneficially own an aggregate of 1,086,098 Common Shares as a result of his beneficial ownership of (i) 1,084,848 Common Shares and (ii) 1,250 Common Shares that may be purchased upon the exercise of warrants that are exercisable within 60 days of the date of this report. This aggregate number represents approximately 17.2% of the total shares of the Common Shares currently outstanding.


CUSIP No. 29668H708		13D		Page 10 of 13 Pages

Each Reporting Person may be deemed to beneficially own the shares set forth below:


Omega Fund	—	1,084,848
Omega GP	—	1,084,848
Omega Ltd	—	1,084,848
Lim	—	1,084,848
Paster	—	1,084,848
Stampacchia	—	1,086,098, including 1,250 warrants

The Reporting Persons may be deemed, on an aggregate basis, to have shared power to vote and dispose of 1,084,848 Common Shares as a result of their beneficial ownership of 1,084,848 Common Shares. Stampacchia may be deemed to have sole power to vote and dispose of 1,250 Common Shares as a result of his beneficial ownership of 1,250 Common Shares that may be purchased upon the exercise of warrants that are exercisable within 60 days of the date of this report.

(c) During the past 60 days, there were no transactions in Common Shares, or any securities directly or indirectly convertible into or exchangeable for Common Shares, by any of the Reporting Persons.

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Shares of the Issuer beneficially owned by any of the Reporting Persons.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as set forth in Item 4 of this Schedule 13D and the following, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons and any other person with respect to any securities of the Issuer.

On January 15, 2018, Omega Fund entered into a Nomination Rights Agreement with the Issuer, granting Omega Fund the right to appoint one director to the Board of the Issuer, for so long as Omega Fund holds at least 9.99% of the issued and outstanding Common Shares of the Issuer.

Item 7.

Material to Be Filed as Exhibits.



Exhibit 1		Joint Filing Agreement.

Exhibit 2		Nomination Rights Agreement, dated as of January 15, 2018, by and between Omega Fund IV, L.P. and ESSA Pharma Inc.


CUSIP No. 29668H708		13D		Page 11 of 13 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.


February 13, 2019	Omega Fund IV, L.P.
	By:	Omega Fund IV GP, L.P.
		its General Partner
	By:	Omega Fund IV GP Manager, Ltd.
		its General Partner

	By:	/s/ Anne-Mari Paster
	Name:	Anne-Mari Paster
	Title:	Director

	Omega Fund IV GP, L.P.
	By:	Omega Fund IV GP Manager, Ltd.
		its General Partner

	By:	/s/ Anne-Mari Paster
	Name:	Anne-Mari Paster
	Title:	Director

	Omega Fund IV GP Manager, Ltd.

	By:	/s/ Anne-Mari Paster
	Name:	Anne-Mari Paster
	Title:	Director

	Richard J. Lim

	By:	*
	Name:	Richard J. Lim

	Anne-Mari Paster

	By:	/s/ Anne-Mari Paster *
	Name: Anne-Mari Paster, as Attorney-in-Fact, pursuant to that Power of Attorney filed with the Securities and Exchange Commission on July 19, 2018 in connection with a Form 3 filing for Replimune Group, Inc., which power of attorney is incorporated herein by reference.


CUSIP No. 29668H708		13D		Page 12 of 13 Pages


CUSIP No. 29668H708		13D		Page 13 of 13 Pages

SCHEDULE I

CONTROLLING PERSONS OF THE REPORTING PERSONS


Name	Position	Business Address
Otello Stampacchia	Director, Omega Ltd	185 Dartmouth Street Boston, MA 02110

Richard J. Lim	Director, Omega Ltd	185 Dartmouth Street Boston, MA 02110

Anne-Mari Paster	Director, Omega Ltd	185 Dartmouth Street Boston, MA 02110

EX-99.1 2 d672792dex991.htm EX-99.1 EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

Joint Filing Agreement, dated as of February 13, 2019, is by and among the various reporting persons that are listed in the signature blocks below (the “Omega Filers”).

In accordance with Rule 13-d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D to which this Agreement is an exhibit (and any further amendment filed by them) with respect to the shares of Common Shares of ESSA Pharma Inc. This Agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.

This Joint Filing Agreement may be terminated by any of the Omega Filers upon one week’s prior written notice or such lesser period of notice as the Omega Filers may mutually agree.

Executed and delivered as of the date first above written.


Date: February 13, 2019	Omega Fund IV, L.P.
	By:	Omega Fund IV GP, L.P.
		its General Partner
	By:	Omega Fund IV GP Manager, Ltd.
		its General Partner

	By:	/s/ Anne-Mari Paster
	Name:	Anne-Mari Paster
	Title:	Director

	Omega Fund IV GP, L.P.
	By:	Omega Fund IV GP Manager, Ltd.
		its General Partner

	By:	/s/ Anne-Mari Paster
	Name:	Anne-Mari Paster
	Title:	Director

	Omega Fund IV GP Manager, Ltd.

	By:	/s/ Anne-Mari Paster
	Name:	Anne-Mari Paster
	Title:	Director

	Richard J. Lim

	By:	*
	Name:	Richard J. Lim


Anne-Mari Paster

By:		/s/ Anne-Mari Paster*
Name:		Anne-Mari Paster, as Attorney-in-Fact

Otello Stampacchia

By:		*
Name:		Otello Stampacchia

EX-99.2 3 d672792dex992.htm EX-99.2 EX-99.2

Exhibit 2

NOMINATION RIGHTS AGREEMENT

This Nomination Rights Agreement is made and entered into this 15^th day of January, 2018.

BETWEEN:

OMEGA FUND IV, L.P., a limited partnership formed under the laws of Cayman Islands (the “Investor”)

- and -

ESSA PHARMA INC., a corporation incorporated under the laws of British Columbia (the “Corporation”)

WHEREAS the Investor desires to purchase an aggregate of 20,000,000 securities comprised of a combination of Shares and pre-funded common share purchase warrants of the Corporation (the “Investment”) as part of a larger offering of Shares and pre-funded common share purchase warrants of the Corporation by way of a second amended and restated prospectus supplement dated January 5, 2018 to a short form base shelf prospectus dated December 22, 2015.

AND WHEREAS but for the entry into of this Agreement by the Corporation, to set out certain rights the Investor will have in respect of the affairs of the Corporation, the Investor would not make the Investment.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties mutually agree as follows:

ARTICLE 1

INTERPRETATION

1.01

Definitions

In this Agreement, in addition to the terms defined above, the following definitions apply:

(a)

“affiliate” has the meaning ascribed to that term in the Business Corporations Act (British Columbia);

(b)

“Agreement” means this Nomination rights agreement as it may be supplemented, amended, restated or superseded from time to time in accordance with the terms hereof;

(c)

“Board” means the board of directors of the Corporation, as constituted from time to time;

(d)

“Business Day” means any day other than a Saturday or Sunday or a day that is a statutory or bank holiday in Vancouver, British Columbia;

(e)

“Effective Date” means the date of the closing of the Investment;

(f)

“Exchange” means the TSX Venture Exchange, the Nasdaq Capital Market and/or such other stock exchange that the Shares may be listed from time to time;

(g)

“Management” means the management of the Corporation;

(h)

“Nominating Committee” means any ad-hoc or standing committee of the Board constituted from time to time for the purpose of making recommendations of nominees for directors to the Board or, if no such committee is constituted, the Board; and

(i)

“Shares” means common shares in the capital of the Corporation.

1.02

Interpretation

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires:

(a)

The terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof.

(b)

References to a “Section”, “Subsection” or “Article” followed by a number or letter refer to the specified section, subsection or article of this Agreement.

(c)

Headings of sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

(d)

Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

(e)

In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Vancouver time) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period shall terminate at 5:00 p.m. (Vancouver time) on the next Business Day.

ARTICLE 2

BOARD NOMINATION RIGHT

2.01

Nomination Right.

(a)

The Investor shall have the right to nominate one person acceptable to the Nomination Committee, acting reasonably, to act as a director of the Corporation (the “Omega Director”), so long as the Investor owns at least 9.99% (on an undiluted basis) of the outstanding Shares. The initial Omega Director shall be Hugo Beekman.

(b)

If a vacancy occurs because of the death, disability, retirement, resignation or removal for any reason of the Omega Director, the Investor may name another individual to fill such vacancy, and the Board, subject to Section 2.03, shall appoint such individual to the Board to fill the vacancy.

(c)

During the term of this Agreement, the Omega Director shall, provided he or she is an independent director within the meaning of applicable securities laws and Exchange policies and except as set forth in the proviso to Section 2.04(a), be eligible for selection in accordance with the Board’s appointment practices to serve as a member of each committee (whether standing or special) of the Board.

2.02

Corporation Obligations.

(a)

The Corporation will take all necessary actions to cause and maintain, during the term of this Agreement, the election or appointment, as applicable, of the Omega Director to the Board in accordance with the terms of this Agreement.

(b)

Without limiting the generality of Section 2.02(a), as soon as reasonably practicable following the Effective Date, the Corporation shall, if necessary, increase the size of the Board to eight (8) members and shall appoint the Omega Director to the Board with a term expiring at the next annual meeting of the Corporation’s shareholders. In connection with such annual meeting and each annual meeting thereafter during the term of this Agreement, the Corporation shall nominate the Omega Director for election as a director by the shareholders of the Corporation. In connection therewith, the Corporation shall provide a written request to the Investor detailing all information regarding the Omega

Director and the Investor required to be included in the applicable management information circular or otherwise reasonably requested by the Corporation for inclusion therein, together with the date upon which such information is required to be delivered to the Corporation (which date shall be not less than 10 days following the date of such notice), and, following the Investor’s receipt of such request and on or prior to such specified due date, the Investor shall deliver such information to the Corporation.

(c)

Without limiting the generality of Section 2.02(a), following the date hereof, and for so long as the Investor has the right to nominate the Omega Director pursuant to Section 2.01(a), the Corporation agrees to undertake all necessary actions to assure that, with respect to each election of directors hereafter:

(i)

if the Omega Director’s term has ended or will end at the date of such election, nominate the Omega Director and include him or her in the Board’s slate of nominees and recommend and support the Omega Director for election to the Board; and

(ii)

such individual is included in any management information circular, proxy statement and/or proxy circular prepared by the Corporation in connection with soliciting proxies for every meeting of the shareholders of the Corporation called with respect to any election where the Omega Director’s term has ended or will end at the date of such election, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Corporation or the Board with respect to such election.

2.03

Director Qualifications.

(a)

If necessary to meet the applicable independence standards of applicable securities laws and the rules of the Exchange, the Investor will ensure that the Omega Director meets all such independence standards (including with respect to audit and compensation committees).

(b)

Notwithstanding anything herein to the contrary, the Corporation shall not be obligated to appoint, cause to be nominated for election to the Board or recommend to the shareholders the election of any individual as a director of the Corporation if the proposed Omega Director does not meet any eligibility criteria of general application determined or adopted by the Nominating Committee, acting reasonably, from time to time, and the Corporation shall promptly, and, if practicable, sufficiently in advance of any meeting of the shareholders called with respect to such election of nominees, notify the Investor of such determination and the Investor will have the right to propose an alternate individuals to the Board until the Board has agreed to nominate an individual so proposed for election to the Board.

2.04

Status of Nominees and Indemnification. While serving on the Board, the Omega Director shall be entitled to:

(a)

all the rights and privileges of the other members of the Board, including, without limitation, access to all notices, consents, minutes, documents, and other information and access to the Corporation’s outside advisors; provided, however, that the Omega Director shall not be entitled to observe or participate in, and shall upon the good faith request of the Board or any committee thereof recuse himself or herself from, any meeting or portion thereof at which the Board or any such committee is evaluating and/or taking action with respect to i) the exercise of any of the Corporation’s rights or enforcement of any of the obligations of the Investor under this Agreement or any other agreement to which the Investor or its affiliates is a party, or ii) any transaction proposed by or with or affecting the Investor or its affiliates;

(b)

be indemnified by the Corporation and covered by directors’ and officers’ insurance obtained by the Corporation, at least on the same terms as other members of the Board, and the Omega Director shall agree to abide by the written policies of the Board and committees thereof and the written policies of the Corporation applicable to members of the Board; and

(c)

enter into customary director indemnification agreements with the Corporation that will provide for the indemnification of the Omega Director to the fullest extent permitted by applicable law.

ARTICLE 3

VOTING AGREEMENT

3.01

Voting Agreement

The Investor will vote all Shares it holds in favour of Management’s proposals on matters of routine business (being limited to the election of directors, the appointment of auditors, and, at the next annual meeting of shareholders only, the approval of the Corporation’s stock option plan or grants of securities or other participations thereunder) at any meeting of the shareholders of the Corporation held within 12 months of the Effective Date.

ARTICLE 4

GENERAL PROVISIONS

4.01

Termination

The rights of the Investor and the obligations of the Corporation set out in this Agreement shall terminate and be of no further force and effect upon the earlier of either: (i) written agreement of the parties; or (ii) the Investor at any time owning less than 9.99% of the outstanding Shares (on an undiluted basis). Upon the termination of this Agreement, the Investor shall, unless otherwise requested in writing by the Corporation, use reasonable efforts to cause its Nominee to promptly resign from the Board.

4.02

Further Assurances

Each party shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the documents and transactions contemplated in this Agreement, in each case at the cost and expense of the party requesting such further instrument, document or action, unless expressly indicated otherwise.

4.03

Regulatory Approvals

This Agreement and the completion from time to time of the transactions contemplated hereby are subject to receipt of all necessary regulatory approvals, including approval of the Exchange.

4.04

Registrations & Filings

The Investor may, in its sole discretion, effect such registrations, recordation or other public filings as it consider necessary or desirable to evidence the rights granted to it pursuant to this Agreement. The Investor acknowledges and agrees that the Corporation may be required to publicly file this Agreement pursuant to applicable securities laws or Exchange policies.

4.05

No Joint Venture

The parties agree that the transaction contemplated hereby (or any related agreement) is not intended to create a joint venture, partnership or any other form of legal association.

4.06

Governing Law

This Agreement shall be governed by and construed under the laws of the Province of British Columbia and the federal laws of Canada applicable in the Province of British Columbia (without regard to its laws relating to any conflicts of laws). The courts of the Province of British Columbia have jurisdiction to hear any dispute arising out of or in connection with this Agreement and the parties agree that the courts of the Province of British Columbia are the most appropriate and convenient courts to hear any such dispute.

4.07

Time of the Essence

Time is of the essence in this Agreement.

4.08

Severability

If any provision of this Agreement is wholly or partially invalid, this Agreement shall be interpreted as if the invalid provision had not been a part hereof so that the invalidity shall not affect the validity of the remainder of the Agreement which shall be construed as if the Agreement had been executed without the invalid portion. It is hereby declared to be the intention of the parties that this Agreement would have been executed without reference to any portion which may, for any reason, hereafter be declared or held invalid.

4.09

Notice

Any notice or other communication (in each case, a “notice”) required or permitted to be given hereunder shall be in writing and shall be delivered by hand or transmitted by facsimile transmission addressed to:

If to the Investor, to:

Omega Fund IV, L.P.

c/o Omega Fund Management LLC

185 Dartmouth Street, Suite 502

Boston, MA 02116

Attention: Hugo Beekman

Fax: [REDACTED: Personal Information.]

with a copy to:

Omega Fund Management LLC

185 Dartmouth Street, Suite 502

Boston, MA 02116

Attention: Anne-Mari Paster

If to the Corporation, to:

ESSA Pharma Inc.

Suite 720 - 999 West Broadway Street

Vancouver, BC V5Z 1K5

Attention: David Wood

Fax: [REDACTED: Personal Information.]

with a copy to:

Blake, Cassels & Graydon LLP

Suite 2600 - 595 Burrard Street

Vancouver, BC V7X 1L3

Attn: Joseph Garcia

Fax: [REDACTED: Personal Information.]

Any notice given in accordance with this section, if transmitted by facsimile transmission, shall be deemed to have been received on the next Business Day following transmission or, if delivered by hand, shall be deemed to have been received when delivered.

4.10

Amendment

This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of the parties. The failure by any party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision unless such waiver is acknowledged in writing, nor shall such failure affect the validity of this Agreement or any part thereof or the right of any party to enforce each and every provision. No waiver or breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

4.11

Rule of Interpretation

The parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting party shall not be applicable in the interpretation of this Agreement.

4.12

Counterparts

This Agreement may be executed in one or more counterparts, and by the parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

4.13

Assignment

No party shall be entitled to transfer its rights or obligations under this Agreement without the prior written consent of the other party.

4.14

Third Party Beneficiaries

This Agreement is for the sole benefit of the parties and their successors and permitted assigns and, except as expressly contemplated herein, nothing herein is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature or kind whatsoever under or by reason of this Agreement.

4.15

Entire Agreement

This Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties with respect thereto.

4.16

Effective Date

This agreement is effective as of the Effective Date.

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IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.


OMEGA FUND IV, L.P., by its general partner, OMEGA FUND IV GP, L.P., by its general partner, OMEGA FUND IV GP MANAGER, LTD.

By:		(SIGNED) “Anne-Mari Paster”
Name:		Anne-Mari Paster
Title:		Managing Director, Chief Financial Officer

ESSA PHARMA INC.

By:		(SIGNED) “David Wood”
Name:		David Wood
Title:		Chief Financial Officer

Signature Page – Omega Nomination Rights Agreement