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FORM 10-K (Mark One)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended September 30, 2024or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoCommission file number: 001-37410 ESSA Pharma Inc. (Exact name of registrant as specified in its charter) British Columbia, Canada98-1250703(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification Number)Suite 720, 999 West BroadwayVancouver, BC V5Z 1K5(Address of principal executive offices, including zip code)Registrant’s telephone number, including area code: (778) 331-0962Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☐ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days. Yes ☐ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit such files). Yes ☐ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Smaller reporting companyEmerging 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 withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☐ The aggregate market value of the voting and non-voting Common Shares held by non-affiliates of the registrant, based on the closing sale priceof the registrant’s Common Shares on the last business day of its most recently completed second fiscal quarter, as reported on the Nasdaq wasapproximately $376.6 million. The number of outstanding Common Shares of the registrant, no par value per share, as of December 16, 2024, was 44,388,550. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement in connection with the registrant’s 2024 annual meeting ofshareholders, which will be filed with the Securities and Exchange Commission (the “SEC”) subsequent to the datehereof, are incorporated by reference into Part III of this Form 10-K. Such proxy statement will be filed with theSEC not later than 120 days following the end of the registrant’s fiscal year ended September 30, 2024. ESSA PHARMA INC. FORM 10-K For the Fiscal Year Ended September 30, 2024 Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1CCybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures 5555PART II55Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases ofEquity Securities55Item 6.[Reserved]61Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations62Item 7A.Quantitative and Qualitative Disclosures About Market Risk69Item 8.Financial Statements and Supplementary Data70Report of Independent Registered Public Accounting Firm (PCAOB ID: 731)71Consolidated Balance Sheet