As filed with the Securities and Exchange Commission on October 1, 2021

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

ESSA PHARMA INC.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada (Jurisdiction
of Incorporation) Not Applicable (I.R.S. Employer Identification No.)

Suite 720, 999 West Broadway
Vancouver, British Columbia, Canada V5Z 1K5
(Address of Registrant’s Principal Executive Offices)

Essa Pharma Inc. 2021 Omnibus Incentive Plan
(Full title of the plan)

CT Corporation System
111 Eighth Avenue, New York, NY, 10011
(Name and address of agent for service)

(302) 658-7581
(Telephone number, including area code, of agent for service)

Copy to:

Michael J. Hong, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West, New York, NY, 10001
(212) 735-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, 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 ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x
	Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to sure the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)(2)	Proposed maximum offering price per share	Proposed maximum aggregate offering price(3)	Amount of registration fee(4)
Common Shares, no par value	7,342,788	$8.555	$62,817,551.30	$6,853.40

(1) Essa Pharma Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) to register the issuance of common shares, no par value of the Registrant (the “Common Shares”), which are issuable pursuant to the Essa Pharma Inc. 2021 Omnibus Incentive Plan.

(2) Pursuant to Rule 416 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the number of Common Shares being registered hereby shall be adjusted to include any additional Common Shares that may become issuable as a result of stock splits, stock dividends, recapitalizations or any other similar transactions effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding Common Shares in accordance with the provisions of the Essa Pharma Inc. 2021 Omnibus Incentive Plan.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act. The offering price per share and aggregate offering price are based upon $8.555, which is the average of the high ($8.77) and low ($8.34) prices per share of Common Shares trading market, as reported on the Nasdaq Capital Market on September 29, 2021.

(4) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the Proposed Maximum Aggregate Offering Price.

EXPLANATORY NOTE

This registration statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering 7,342,788 common shares, no par value (“Common Shares”) of ESSA Pharma Inc. (the “Registrant” or “Essa”) issuable to eligible employees, officers and directors of the Registrant and certain other individuals pursuant to the Essa Pharma Inc. 2021 Omnibus Incentive Plan.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, or excerpts thereof as indicated, filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are hereby incorporated in this Registration Statement by reference and shall be deemed to be a part hereof (except for any portions of Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission):

a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020, filed with the Commission on December 15, 2020;

b) The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended December 31, 2020, March 31, 2021 and June 30, 2021 filed with the Commission on February 11, 2021, May 6, 2021 and August 16, 2021, respectively;

c) The Registrant’s Current Reports on Form 8-K filed with the Commission on October 27, 2020, February 11, 2021, February 22, 2021, March 2, 2021 and March 31, 2021; and

d) The description of Common Shares included in the Registration Statement on Form 20-F initially filed with the Commission on February 24, 2015.

In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereunder have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents (unless expressly incorporated into this Registration Statement, any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission subsequent to the date hereof shall not be incorporated by reference into this Registration Statement).

Any statement contained in a document which is incorporated by reference in this Registration Statement will be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or incorporated by reference in this Registration Statement or in any document that the Registrant, filed after the date of this Registration Statement that also is incorporated by reference in this Registration Statement modifies or supersedes the prior statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Subject to the foregoing, all information appearing in this Registration Statement is qualified in its entirety by the information appearing in the documents incorporated by reference in this Registration Statement.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel

Not Applicable.

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Item 6. Indemnification of Directors and Officers

The Registrant’s directors and officers are entitled to indemnification in the following circumstances:

(a)            Under the Business Corporations Act (British Columbia), a company may indemnify an individual who is or was a director or officer of the company; is or was a director or officer of another corporation, at a time when the corporation is or was an affiliate of the company, or at the request of the company; or at the request of the company, is or was, or holds or held a position equivalent to that of a, director or officer of a partnership, trust, joint venture or other unincorporated entity, and such individual’s heirs and personal or other legal representatives, against all costs, charges and expenses, including legal and other fees (but not including judgments, penalties, fines or amounts paid in settlement of a proceeding) actually and reasonably incurred by him or her in respect of any legal proceeding or investigative action, whether current, threatened, pending or completed, to which such individual is made a party by reason of his or her being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the company or an associated corporation (i) is or may be joined as a party, or (ii) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding. A company must not indemnify an individual in certain situations, including if the individual (i) did not act honestly and in good faith with a view to the best interests of the company or of an associated corporation and (ii) in any proceeding other than a civil proceeding, if the individual did not have reasonable grounds for believing that his or her conduct was lawful. Additionally, if an eligible proceeding is brought against an eligible party by or on behalf of the company or by or on behalf of an associated corporation, the company must not (i) indemnify the eligible party in respect of the proceeding; or (ii) pay the expenses of the eligible party in respect of the proceeding.

The company may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above so long as the company first receives from the director, officer or other individual a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited, the individual will repay the amounts advanced.

The company may purchase and maintain insurance for the benefit of an eligible party (as described above) or the heirs and personal or other legal representatives of the eligible party against any liability that may be incurred by reason of the individual being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the company or an associated corporation.

(b)            The Registrant’s articles provide that it will indemnify any individual who is or was a director or alternate director of the Registrant; is or was a director or alternate director of another corporation, at a time when the corporation is or was an affiliate of the Registrant, or at the request of the Registrant; or at the request of the Registrant, is or was, or holds or held a position equivalent to that of, a director or alternate director of a partnership, trust, joint venture or other unincorporated entity, and his or her heirs and legal personal representatives against all judgments, penalties or fines awarded or imposed in, or an amount paid in settlement of a legal proceeding or investigative action, whether current, threatened, pending or completed, in which such individual or any of that individual’s heirs and legal personal representatives by reason of his or her being or having been a director or alternate director of the Registrant or an associated corporation (i) is or may be joined as a party, or (ii) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding. The Registrant must, after the final disposition of such a proceeding, pay the costs, charges and expenses, including legal and other fees, (but not including judgments, penalties, fines or amounts paid in settlement of a proceeding) actually and reasonably incurred by such person in respect of the proceedings.

(c)          The Registrant has entered into indemnification agreements (“Indemnification Agreements”) with each of its officers and directors, pursuant to which the Registrant is obligated to indemnify and hold harmless such persons, and their heirs, executors, administrators and other legal representatives of such persons, to the greatest extent possible under applicable law for any and all costs, losses, charges, damages (including, without limitation, incidental, special, consequential, exemplary or punitive damages), liabilities and expenses, regardless of when or how they arose, including any amount paid to settle any actions or proceedings or to satisfy any judgments, reasonably incurred by such person for, or in connection with, any civil, criminal, administrative, investigative or other proceeding, whether threatened, pending, continuing or, to which such person may be involved (whether as a party, witness or otherwise) because of being or having been a director or officer of or acting in a similar capacity with the Registrant or any affiliate of the Registrant. However, such indemnification obligations arise only to the extent that the party seeking indemnification was acting honestly and in good faith with a view to the best interests of the Registrant or an affiliate of the Registrant, and, in the case of non-civil proceedings, that such person had reasonable grounds for believing that his or her conduct was lawful. Under the Indemnification Agreements, the Registrant may advance to the indemnified parties the expenses incurred in defending any such actions or proceedings.

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As permitted by the Business Corporations Act (British Columbia), the Registrant has purchased directors’ and officers’ liability insurance that, under certain circumstances, insures its directors and officers against the costs of defense, settlement, or payment of a judgment.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption From Registration Claimed

Not Applicable.

Item 8. Exhibits

Exhibit No.	Description
4.1	Specimen common share certificate.(1)
4.2	Articles of Incorporation of the Registrant.(2)
5.1	Opinion of Blake, Cassels & Graydon LLP.
23.1	Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1 to this Registration Statement).
23.2	Consent of Davidson & Company LLP.
24.1	Power of Attorney (included on page II-6 of this Registration Statement).

(1) Incorporated by reference to the Registrant’s Registration Statement on Form S-8, filed with the Commission on May 18, 2018.

(2) Incorporated by reference to the Registrant’s Registration Statement on Form 20-F, filed with the Commission on February 24, 2015 (File No. 001-37410).

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(i) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(ii) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(iii) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)         The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(c)            Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXHIBIT INDEX

Exhibit No.	Description
4.1	Specimen common share certificate.(1)
4.2	Articles of Incorporation of the Registrant.(2)
5.1	Opinion of Blake, Cassels & Graydon LLP.
23.1	Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1 to this Registration Statement).
23.2	Consent of Davidson & Company LLP.
24.1	Power of Attorney (included on page II-6 of this Registration Statement).

(1) Incorporated by reference to the Registrant’s Registration Statement on Form S-8, filed with the Commission on May 18, 2018.

(2) Incorporated by reference to the Registrant’s Registration Statement on Form 20-F, filed with the Commission on February 24, 2015 (File No. 001-37410).

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, Canada on October 1, 2021.

ESSA PHARMA INC.
By:	/s/ David Parkinson
	Name:	David Parkinson
	Title:	President and Chief Executive Officer

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POWER OF ATTORNEY

Each person whose signature appears below authorizes David Parkinson and David Wood as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-8 and any amendment thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on October 1, 2021.

Signature	Title
/s/ David Parkinson	President and Chief Executive Officer
David Parkinson	(Principal Executive Officer)
/s/ David Wood	Chief Financial Officer
David Wood	(Principal Financial Officer and Principal Accounting Officer)
/s/ Richard Glickman	Chairman of the Board
Richard Glickman
/s/ Franklin Berger	Director
Franklin Berger
/s/ Scott Requadt	Director
Scott Requadt
/s/ Alex Martin	Director
Alex Martin
/s/ Gary Sollis	Director
Gary Sollis
/s/ Marella Thorell	Director
Marella Thorell
/s/ Sandy Zweifach	Director
Sandy Zweifach

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned certifies that it is the duly authorized United States representative of ESSA Pharma Inc. and has duly caused this Registration Statement on Form S-8 to be signed by the undersigned, thereunto duly authorized, in the City of Houston, Texas on October 1, 2021.

ESSA PHARMACEUTICALS CORP.
(Authorized Representative in the United States)
By:	/s/ David Wood
	Name:	David Wood
	Title:	Chief Financial Officer

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