Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 12:02PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1
(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
(Amendment No. 2)*
Essa Pharma
Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
29668H104
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
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*
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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.
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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).
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CUSIP NO. 29668H104
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13 G
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
Omega Fund IV, L.P.
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b)
☒ (1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,740,151
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,740,151
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,740,151
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
8.4% (2)
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
PN
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(1)
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This Schedule 13G 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”), 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. 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 13G.
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(2)
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This percentage is based on 20,762,374 Common Shares outstanding as of September 30, 2019 as set forth in
the Issuer’s most recent Form 20-F for the period ending September 30, 2019, filed with the Securities and Exchange Commission on December 20, 2019.
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CUSIP NO. 29668H104
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13 G
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Page 3 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
Omega Fund IV GP, L.P.
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b)
☒ (1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,740,151
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,740,151
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,740,151
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
8.4% (2)
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
PN
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(1)
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This Schedule 13G 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”), 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. 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 13G.
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(2)
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This percentage is based on 20,762,374 Common Shares outstanding as of September 30, 2019 as set forth in
the Issuer’s most recent Form 20-F for the period ending September 30, 2019, filed with the Securities and Exchange Commission on December 20, 2019.
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CUSIP NO. 29668H104
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13 G
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Page 4 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
Omega Fund IV GP Manager, Ltd.
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b)
☒ (1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,740,151
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,740,151
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,740,151
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
8.4% (2)
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
OO
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(1)
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This Schedule 13G 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”), 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. 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 13G.
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(2)
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This percentage is based on 20,762,374 Common Shares outstanding as of September 30, 2019 as set forth in
the Issuer’s most recent Form 20-F for the period ending September 30, 2019, filed with the Securities and Exchange Commission on December 20, 2019.
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CUSIP NO. 29668H104
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13 G
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Page 5 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
Otello Stampacchia
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b)
☒ (1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Italy
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
42,000
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6
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SHARED VOTING POWER
1,740,151
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7
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SOLE DISPOSITIVE POWER
42,000
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8
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SHARED DISPOSITIVE POWER
1,740,151
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,782,151
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
8.6% (2)
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
IN
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(1)
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This Schedule 13G 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”), 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. 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 13G.
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(2)
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This percentage is based on 20,762,374 Common Shares outstanding as of September 30, 2019 as set forth in
the Issuer’s most recent Form 20-F for the period ending September 30, 2019, filed with the Securities and Exchange Commission on December 20, 2019.
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CUSIP NO. 29668H104
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13 G
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Page
6
of 10 Pages
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1
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NAMES OF REPORTING PERSONS
Anne-Mari Paster
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒(1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
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SOLE VOTING POWER
0
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|
6
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SHARED VOTING POWER
1,740,151
|
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|
7
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SOLE DISPOSITIVE POWER
0
|
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|
8
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SHARED DISPOSITIVE POWER
1,740,151
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,740,151
|
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10
|
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
8.4% (2)
|
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
IN
|
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(1)
|
This Schedule 13G 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”), 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. 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 13G.
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(2)
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This percentage is based on 20,762,374 Common Shares outstanding as of September 30, 2019 as set forth in
the Issuer’s most recent Form 20-F for the period ending September 30, 2019, filed with the Securities and Exchange Commission on December 20, 2019.
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CUSIP NO. 29668H104
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13 G
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Page
7
of 10 Pages
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Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting
Persons, in respect of shares of Common Stock (“Common Stock”), of Essa Pharma Inc. (the “Issuer”).
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Item 1(a)
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Name of Issuer:
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Essa Pharma Inc. (the “Issuer”)
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Item 1(b)
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Address of Issuer’s principal executive offices:
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Essa Pharma Inc.
999 West
Broadway, Suite 720
Vancouver, British Columbia
Canada V5Z 1K5
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Items
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2(a) Name of Reporting Persons filing:
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Omega Fund IV, L.P. (“Omega Fund”)
Omega Fund IV GP, L.P. (“Omega GP”)
Omega Fund IV GP Manager, Ltd. (“Omega Ltd”)
Otello Stampacchia (“Stampacchia”)
Anne-Mari Paster (“Paster”)
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Item 2(b)
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Address or principal business office or, if none, residence:
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The address of the principal business office of Omega Fund, Omega GP, Omega Ltd, Stampacchia, and Paster, is c/o Omega Fund Management, LLC,
888 Boylston Street, Suite 1111, Boston, MA 02199.
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Name
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Citizenship or Place of Organization
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Omega Fund
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Cayman Islands
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Omega GP
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Cayman Islands
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Omega Ltd.
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Cayman Islands
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Stampacchia
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Italy
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Paster
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United States of America
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Item 2(d)
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Title of class of securities:
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Common Stock
29668H104
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Item 3
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If this statement is filed pursuant to §§
240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:
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Not applicable.
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CUSIP NO. 29668H104
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13 G
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Page
8
of 10 Pages
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The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2019.
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Reporting Persons
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Shares of
Common
Stock Held
Directly
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Sole
Voting
Power
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Shared
Voting
Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power
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Beneficial
Ownership
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Percentage
of Class
(1)
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Omega Fund(2)(3)
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1,740,151
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0
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1,740,151
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0
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1,740,151
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1,740,151
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8.4
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%
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Omega GP(2)(3)
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0
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0
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1,740,151
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0
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1,740,151
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1,740,151
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8.4
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%
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Omega Ltd(2)(3)
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0
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0
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1,740,151
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0
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1,740,151
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1,740,151
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8.4
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%
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Stampacchia(2)(3)
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0
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42,000
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1,740,151
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42,000
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1,740,151
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1,782,151
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8.6
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%
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Paster(2)(3)
|
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0
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0
|
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1,740,151
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0
|
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1,740,151
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|
1,740,151
|
|
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|
8.4
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%
|
|
(1)
|
This percentage is based on 20,762,374 Common Shares outstanding as of September 30, 2019 as set forth in
the Issuer’s most recent Form 20-F for the period ending September 30, 2019, filed with the Securities and Exchange Commission on December 20, 2019.
|
|
(2)
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Omega Fund owns 1,709,848 shares and an immediately exercisable warrant to purchase 30,303 shares of Common
Stock. Stampacchia owns fully vested options to purchase 42,000 shares of Common Stock which he holds of record. Omega Ltd serves as the general partner of Omega GP, which serves as the general partner of Omega Fund, and each of Omega GP and Omega
Ltd may be deemed to own beneficially the shares held by Omega Fund. Stampacchia and Paster are the directors of Omega Ltd and may be deemed to beneficially own the shares held by Omega Fund.
|
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(3)
|
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 13G.
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Item 5
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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 person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ( ).
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
|
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: ☐
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group
|
Not applicable.
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Item 9
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Notice of Dissolution of Group
|
Not applicable.
Not applicable.
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CUSIP NO. 29668H104
|
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13 G
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Page
9
of 10 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: February 13, 2020
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OMEGA FUND IV, L.P.
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BY:
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Omega Fund IV GP, L.P.
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ITS:
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GENERAL PARTNER
|
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BY:
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Omega Fund IV G.P. Manager, Ltd.
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ITS:
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GENERAL PARTNER
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By:
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/s/ Anne-Mari Paster
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Name:
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Anne-Mari Paster
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Title:
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Director
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OMEGA FUND IV GP, L.P.
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BY:
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Omega Fund IV G.P. Manager, Ltd.
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ITS:
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GENERAL PARTNER
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By:
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/s/ Anne-Mari Paster
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Name:
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Anne-Mari Paster
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Title:
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Director
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OMEGA FUND IV G.P. MANAGER, LTD.
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By:
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/s/ Anne-Mari Paster
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Name:
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Anne-Mari Paster
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Title:
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Director
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/s/ * Anne-Mari Paster, as
Attorney-in-Fact
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Otello Stampacchia
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/s/ Anne-Mari Paster
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Anne-Mari Paster
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CUSIP NO. 29668H104
|
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13 G
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Page
10
of 10 Pages
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Exhibit(s):
|
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Exhibit 99.1:
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Joint Filing Statement
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Exhibit 99.2:
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Power of Attorney
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ESSA Pharma (NASDAQ:EPIX)
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From Apr 2023 to Apr 2024
