Core Viewpoint - ESSA Pharma Inc. has received overwhelming approval from its Securityholders for the acquisition by XenoTherapeutics Inc. through a statutory plan of arrangement, indicating strong support for the Transaction [1][2]. Group 1: Shareholder Approval - The special resolution for the Arrangement was approved by 99.83% of votes cast by Shareholders present at the Meeting [2]. - 99.85% of votes from all Securityholders, including those holding options and warrants, also supported the Arrangement [2]. - Excluding certain votes, 99.48% of Shareholders present voted in favor of the Arrangement [2]. Group 2: Additional Approvals - Shareholders approved the compensation for named executive officers related to the Arrangement with 99.51% support [3]. - In case the Arrangement is terminated, 99.77% of Shareholders voted for voluntary liquidation and dissolution of the Company [3]. - The appointment of PricewaterhouseCoopers LLP as the liquidator was authorized by 99.79% of votes cast [3]. Group 3: Next Steps - The Arrangement is pending approval from the Supreme Court of British Columbia, with a hearing scheduled for October 7, 2025 [4]. - Completion of the Arrangement is anticipated around October 9, 2025 [4]. Group 4: Company Background - ESSA Pharma Inc. focuses on developing novel therapies for prostate cancer treatment [5]. - XenoTherapeutics Inc. is a non-profit biotechnology company based in Massachusetts, dedicated to advancing xenotransplantation [6].

Core Viewpoint - ESSA Pharma Inc. is progressing with its Business Combination Agreement with XenoTherapeutics Inc., receiving an amended Interim Order from the Supreme Court of British Columbia to facilitate the transaction [1][2]. Group 1: Transaction Details - The amended Interim Order approves the date for ESSA's Special Meeting on October 3, 2025, and sets the deadline for dissent notices on October 1, 2025 [2]. - The Court hearing for the approval of the Arrangement is scheduled for October 7, 2025, with a deadline for responses from attendees by October 3, 2025 [2]. - ESSA's Special Meeting will be held online at 2:00 p.m. (Pacific Time) on October 3, 2025, via a live interactive webcast [3]. Group 2: Company Background - ESSA Pharma Inc. focuses on developing novel therapies for prostate cancer treatment [4]. - XenoTherapeutics Inc. is a non-profit biotechnology company dedicated to advancing xenotransplantation through research and public education [5].

Core Insights - K12 Tutoring has been validated under the Every Student Succeeds Act (ESSA) Level II standard for the 2024–2025 school year, with high school offerings meeting ESSA Level III requirements, confirming its effectiveness in improving reading and math achievement [1][3] - Independent studies show that students participating in K12 Tutoring achieved significantly higher end-of-year scores on the Renaissance Star Assessments compared to non-tutored peers [2] - The ELA study indicated that students with the lowest initial reading scores showed the greatest improvement through sustained tutoring, while a positive correlation was found between tutoring time and semester course grades [3] Performance Metrics - Every 15 hours of K12 Tutoring was associated with a 5.7% increase in Math scores and a 6.0% increase in ELA scores, translating to over half a letter grade improvement [3] - Tutored students outperformed non-tutored students by an additional 7.53 percentile points in ELA and 6.36 percentile points in Math [6] Company Overview - K12 Tutoring offers high-quality, flexible online tutoring services with state-certified tutors and personalized learning plans, aimed at supporting students' academic journeys [5]

Core Points - ESSA Pharma Inc. has amended its Business Combination Agreement with XenoTherapeutics Inc., resulting in revised cash distributions for shareholders [1][2] - Shareholders are now expected to receive approximately $0.12 per share in cash, plus a contingent value right (CVR) that could yield up to $0.14 per share, totaling potential distributions of approximately $6.7 million depending on certain liabilities [2][3] - The special meeting for shareholders has been adjourned to October 3, 2025, to allow time for consideration of the amended agreement [4][5][6] Financial Details - The initial cash distribution to shareholders was approximately $1.69 per share, which was lower than the previously estimated $1.91 per share [2][3] - The CVR represents a right to receive additional payments based on the outcome of certain contingent liabilities, potentially increasing total shareholder returns [2] Legal and Procedural Updates - ESSA intends to apply to the Supreme Court of British Columbia to amend the interim order related to the special meeting and set new deadlines for dissent notices and court hearings [4] - Supplemental proxy materials reflecting the revised terms will be filed by ESSA in due course [7] Advisory Information - Leerink Partners is serving as the exclusive financial advisor to ESSA, with legal counsel provided by Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP [8]

Core Viewpoint - ESSA Pharma Inc. is moving forward with a business combination agreement with XenoTherapeutics, intending to apply for court orders to facilitate a cash distribution to shareholders prior to the transaction's closing [1][2]. Group 1: Transaction Details - The business combination involves Xeno acquiring all issued and outstanding common shares of ESSA [1]. - ESSA plans to apply for an interim order to hold a special meeting for transaction approval and a distribution order for an initial cash distribution to shareholders [1][2]. - If authorized, each ESSA shareholder is estimated to receive approximately US$1.91 per common share, excluding any contingent value rights payments [2]. Group 2: Court Hearing Information - The hearing for the court orders is scheduled for August 5, 2025, at 9:45 a.m. Pacific time at the Supreme Court of British Columbia [3]. - Individuals affected by the orders may present evidence or arguments at the hearing [4]. Group 3: Filing and Response Requirements - ESSA intends to file its Petition Record on July 31, 2025, one business day before the hearing [5]. - Response materials must be submitted to ESSA's counsel by 1:00 p.m. on July 31, 2025, to be included in the Petition Record [5]. Group 4: Company Background - ESSA Pharma Inc. is a pharmaceutical company focused on developing novel therapies for prostate cancer treatment [6].

Core Viewpoint - ESSA Pharma Inc. has entered into a definitive agreement with XenoTherapeutics, Inc. for Xeno to acquire all outstanding common shares of ESSA, with the transaction expected to close in the second half of 2025 [1][5]. Transaction Details - ESSA shareholders will receive a cash payment per common share based on ESSA's cash balance at closing, with an estimated total of approximately US$1.91 per common share, excluding contingent value rights (CVR) [2][3]. - Each ESSA shareholder will also receive one non-transferable CVR for each common share, entitling them to a pro rata portion of up to US$2,950,000 (up to US$0.06 per CVR) within 18 months following the transaction's close [2]. - The transaction requires approval from at least 66⅔% of votes cast by ESSA shareholders and securityholders, as well as court approval [5]. Company Strategy - The ESSA Board of Directors believes that the agreement with Xeno and XOMA Royalty maximizes shareholder value and provides a more certain value compared to liquidation [4]. - The transaction is structured to expedite cash distribution to shareholders, with an initial cash distribution application to be made to the Supreme Court of British Columbia [3]. Advisory and Support - Leerink Partners is serving as the exclusive financial advisor to ESSA, with legal counsel provided by Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP [9]. - The transaction committee, composed of independent directors, unanimously recommended the agreement to the Board, which has also approved the transaction [7][8]. Company Background - ESSA Pharma Inc. is a pharmaceutical company focused on developing therapies for prostate cancer [10]. - XenoTherapeutics, Inc. is a non-profit biotechnology company focused on advancing xenotransplantation [11]. - XOMA Royalty Corporation is a biotechnology royalty aggregator that supports biotech companies by acquiring future economic rights [12].

Core Viewpoint - CNB Financial Corporation and ESSA Bancorp Inc. have received necessary regulatory approvals to proceed with their proposed merger, which is expected to close on July 23, 2025, pending customary closing conditions [1][2]. Group 1: Merger Details - The merger involves ESSA merging with CNB in an all-stock transaction, followed by the merger of ESSA Bank with CNB Bank [2]. - The Federal Deposit Insurance Corporation and the Pennsylvania Department of Banking and Securities have approved the merger, and CNB received a waiver from the Federal Reserve Bank of Philadelphia [1][2]. Group 2: Company Profiles - CNB Financial Corporation has consolidated assets of approximately $6.3 billion and operates through its principal subsidiary, CNB Bank, which offers a full range of banking services across multiple states [3]. - ESSA Bancorp, Inc. has total assets of $2.2 billion and operates 19 community offices, providing a full range of commercial and retail financial services [4].

Financial Position - Total assets decreased by $20.1 million, or 0.9%, to $2.2 billion at March 31, 2025, primarily due to decreases in cash and cash equivalents and investment securities [117]. - Total cash and cash equivalents decreased by $19.0 million, or 39.2%, to $29.6 million at March 31, 2025 [118]. - Net loans increased by $12.8 million, or 0.7%, to $1.76 billion at March 31, 2025, with residential loans increasing by $13.2 million [119]. - Deposits increased by $60.7 million, or 3.7%, to $1.69 billion at March 31, 2025, driven by increases in certificates of deposit and money market accounts [125]. - Stockholders' equity increased by $6.1 million, or 2.6%, to $236.5 million at March 31, 2025, primarily due to net income of $6.7 million [127]. - Investment securities available for sale decreased by $5.9 million, or 2.8%, to $209.9 million at March 31, 2025 [122]. - Short-term borrowings decreased to $200.7 million at March 31, 2025, from $280.0 million at September 30, 2024 [126]. Income and Expenses - Net income decreased by $1.8 million, or 40.0%, to $2.7 million for the three months ended March 31, 2025, compared to $4.6 million for the same period in 2024, primarily due to merger-related costs and increased non-interest expenses [134]. - Net interest income decreased by $644,000, or 4.3%, to $14.2 million for the three months ended March 31, 2025, compared to $14.9 million for the same period in 2024 [135]. - Non-interest income increased by 0.7% to $2.0 million for the three months ended March 31, 2025, compared to the same period in 2024 [139]. - Non-interest expense increased by $1.1 million, or 9.3%, to $12.8 million for the three months ended March 31, 2025, primarily due to merger-related costs [140]. - Net income decreased by $2.2 million, or 24.8%, to $6.7 million for the six months ended March 31, 2025, compared to $8.9 million for the same period in 2024 [142]. - Non-interest income increased by 2.8% to $4.1 million for the six months ended March 31, 2025, compared to $4.0 million for the same period in 2024 [147]. - Non-interest expense increased by $1.2 million, or 5.0%, to $24.7 million for the six months ended March 31, 2025, primarily due to merger-related costs and increased compensation [148]. Interest and Yield - The interest rate spread for the three months ended March 31, 2025, was 2.21% compared to 2.37% for the same period in 2024 [130]. - The net interest margin for the three months ended March 31, 2025, was 2.78%, down from 2.87% in the prior year [130]. - Total interest income was $25.6 million for the three months ended March 31, 2025, reflecting an increase in yield on average interest-earning assets from 4.95% to 5.01% [136]. - Interest expense increased to $11.4 million for the quarter ended March 31, 2025, compared to $10.8 million for the same period in 2024, with the cost of interest-bearing liabilities rising to 2.80% [137]. - Total interest income for the six months ended March 31, 2025, was $52.0 million, reflecting an increase in yield on average interest-earning assets from 4.92% to 5.01% [144]. Asset Quality - Non-performing assets decreased by $481,000 from September 30, 2024, to March 31, 2025, totaling $11.74 million [152]. - The ratio of non-performing loans to total loans improved to 0.46% as of March 31, 2025, down from 0.51% [152]. - The allowance for credit losses (ACL) is measured based on the evaluation of the loan portfolio's risk characteristics and current economic conditions [158]. Merger and Market Risk - The merger with CNB Financial Corporation is expected to close in the second half of 2025, with each share of ESSA common stock converting to 0.8547 shares of CNB common stock [116]. - Interest rate risk is the most significant market risk, with management actively monitoring and managing this exposure [166]. - There have been no material changes in interest rate risk since September 30, 2024 [167].

Financial Performance - Net income for the second quarter of fiscal 2025 was $2.7 million, or $0.29 per diluted share, down from $4.6 million, or $0.48 per diluted share in the same period of 2024[3] - Net income for the three months ended March 31, 2025, was $2,735,000, a decrease of 40.19% from $4,562,000 in the same period of 2024[31] - Basic earnings per share for the three months ended March 31, 2025, was $0.29, down from $0.48 in 2024, representing a decline of 39.58%[31] Interest Income and Expense - Total interest income for the second quarter of fiscal 2025 was $25.6 million, slightly down from $25.7 million year-over-year, while the yield on average interest-earning assets increased to 5.01% from 4.95%[6] - Total interest income for the three months ended March 31, 2025, was $25,632,000, a slight decrease of 0.07% compared to $25,650,000 in the same period of 2024[31] - Interest expense increased to $11.4 million for the second quarter of 2025, compared to $10.8 million in the same period of 2024, with the cost of interest-bearing liabilities rising to 2.80% from 2.58%[8] - Net interest income before release of credit losses was $14.2 million in the second quarter of 2025, down from $14.9 million in the second quarter of 2024[10] - Net interest income after the release of credit losses for the six months ended March 31, 2025, was $29,003,000, down 5.25% from $30,611,000 in 2024[31] - The net interest rate spread decreased to 2.21% for the three months ended March 31, 2025, compared to 2.37% in 2024[32] - The net interest margin for the three months ended March 31, 2025, was 2.78%, down from 2.87% in 2024[32] Assets and Loans - Total assets were $2.168 billion at March 31, 2025, a decrease from $2.188 billion at September 30, 2024[18] - Total assets as of March 31, 2025, were $2,183,673,000, a slight decrease of 0.04% from $2,191,544,000 in 2024[32] - Total net loans increased to $1.76 billion at March 31, 2025, up from $1.74 billion at September 30, 2024, with residential real estate loans rising to $734.8 million[19] Nonperforming Assets and Deposits - Nonperforming assets were $11.7 million, or 0.54% of total assets, at March 31, 2025, compared to $12.2 million, or 0.56% at September 30, 2024[20] - Total deposits increased to $1.69 billion at March 31, 2025, compared to $1.63 billion at September 30, 2024, with core deposits at $1.04 billion[21] Capital and Regulatory Compliance - The Tier 1 capital ratio was 10.3% at March 31, 2025, exceeding regulatory standards for a well-capitalized institution[23] Mergers and Acquisitions - The Company announced a merger agreement with CNB Financial Corporation, which received formal approval from shareholders on April 15, 2025[5] Noninterest Income and Expense - Total noninterest income increased to $2,017,000 for the three months ended March 31, 2025, compared to $2,004,000 in 2024, reflecting a growth of 0.65%[31] - Total noninterest expense rose to $12,807,000 for the three months ended March 31, 2025, up 9.29% from $11,714,000 in 2024[31] Shares Outstanding - Average shares outstanding - diluted for the three months ended March 31, 2025, was 9,560,278, an increase from 9,513,798 in 2024[32]

Core Viewpoint - ESSA Pharma Inc. is facing a class action lawsuit due to allegations of misleading statements regarding the efficacy of its drug masofaniten in combination with enzalutamide for treating prostate cancer [3]. Group 1: Class Action Details - The class action represents investors who purchased ESSA Pharma securities between December 12, 2023, and October 31, 2024 [1]. - Investors have until March 25, 2025, to file a lead plaintiff motion [1]. Group 2: Allegations Against ESSA Pharma - The complaint claims that ESSA Pharma made materially false and misleading statements about masofaniten's effectiveness when combined with enzalutamide, indicating no clear efficacy advantage over enzalutamide alone [3]. - The M-E Combination Study, which assessed masofaniten's performance, is unlikely to meet its primary endpoint as specified in Phase 2 [3]. - The company allegedly overstated masofaniten's clinical, regulatory, and commercial potential, leading to misleading public statements throughout the class period [3].