Esperion Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

Esperion (Nasdaq: ESPR) announced on October 7, 2025 that it has commenced an underwritten public offering of its common stock, with all shares to be sold by the company.

The offering includes a 30‑day option for underwriters to buy up to an additional 15% of the shares. The offering is being made from an effective shelf registration declared effective by the SEC on April 29, 2025 (File No. 333-286631). Piper Sandler and Cantor Fitzgerald are joint book‑running managers.

Completion, size and terms are subject to market and other conditions; a preliminary prospectus supplement will be filed with the SEC and posted at www.sec.gov.

Positive

• Shelf registration declared effective on April 29, 2025
• Underwriters retained: Piper Sandler and Cantor Fitzgerald

Negative

• Offering may cause shareholder dilution because all offered shares are sold by the company
• Underwriters have a 30‑day 15% option that could increase dilution
• Completion is uncertain; offering is subject to market and other conditions

Insights

Equity Capital Markets Strategist

Esperion commenced an underwritten common stock offering; dilutive size and terms remain to be disclosed.

**Esperion Therapeutics** announced on Oct. 07, 2025 that it has commenced an underwritten public offering of its common stock, with underwriters granted a 30-day option to purchase up to an additional 15% of the shares. The company stated that all shares will be sold by Esperion and that the offering relies on an effective shelf registration declared effective on Apr. 29, 2025 (File No. 333-286631). Piper Sandler & Co. and Cantor Fitzgerald & Co. are the joint book-running managers and a preliminary prospectus supplement will be filed with the SEC describing terms.

The business mechanism is straightforward: the company seeks to raise equity capital by selling new shares under its existing shelf registration, which increases outstanding shares and is therefore dilutive to existing holders. Key dependencies and risks include the unknown offering size, pricing, and market reception; the press release explicitly notes the offering is subject to market and other conditions and may not be completed. Monitor the SEC filing of the preliminary and final prospectus supplements for exact share count, offering price range, gross proceeds, and use of proceeds, typically available in the days immediately following this announcement.

ANN ARBOR, Mich., Oct. 07, 2025 (GLOBE NEWSWIRE) -- Esperion Therapeutics, Inc. (“Esperion”) (Nasdaq: ESPR), a commercial stage biopharmaceutical company that focuses on developing and commercializing accessible, oral, once-daily, non-statin medicines for patients struggling with elevated low-density lipoprotein cholesterol (LDL-C), today announced that it has commenced an underwritten public offering of shares of its common stock. Esperion also intends to grant the underwriters a 30-day option to purchase up to an additional fifteen percent (15%) of the shares of its common stock offered in the public offering. All of the shares of common stock in the proposed offering are to be sold by Esperion. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Piper Sandler & Co. and Cantor Fitzgerald & Co. are acting as joint book-running managers for the proposed offering.

The shares of common stock are being offered by Esperion pursuant to an effective shelf registration statement that was previously filed with the U.S. Securities and Exchange Commission (SEC) on April 18, 2025 and declared effective by the SEC on April 29, 2025 (File No. 333-286631). The offering is being made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.

When available, copies of the preliminary prospectus supplement relating to the offering may also be obtained from Piper Sandler & Co., Attention: Prospectus Department, 350 North 5th Street, Suite 1000, Minneapolis, Minnesota 55401 or by email at prospectus@psc.com; or Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 110 East 59th Street, 6th Floor, New York, New York 10022, or by email at prospectus@cantor.com.

The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Esperion Therapeutics

Esperion is a commercial stage biopharmaceutical company focused on bringing new medicines to market that address unmet needs of patients and healthcare professionals. Esperion developed and is commercializing the only U.S. Food and Drug Administration (FDA) approved oral, once-daily, non-statin medicines for patients who are at risk for cardiovascular disease and are struggling with elevated low density lipoprotein cholesterol (LDL-C). These medications are supported by the nearly 14,000 patient CLEAR Cardiovascular Outcomes Trial. Esperion continues to build on its success with its next generation program which is focused on developing ATP citrate lyase inhibitors (ACLYi). New insights into the structure and function of ACLYi fully enables rational drug design and the opportunity to develop highly potent and specific inhibitors with allosteric mechanisms.

Esperion continues to evolve into a leading global biopharmaceutical company through commercial execution, international partnerships and collaborations and advancement of its pre-clinical pipeline.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, implied and express statements about Esperion’s beliefs and expectations regarding: the timing and size of the proposed public offering, and the possibility that the proposed offering will be completed on the anticipated terms or at all. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “suggest,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any express or implied statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are based on management’s current expectations and beliefs and involve risks, uncertainties and other factors that may cause actual events or results to differ materially from those projected, including, without limitation, fluctuations in Esperion’s stock price, changes in market conditions, and satisfaction of customary closing conditions related to the proposed offering. These and other risks and uncertainties are described in greater detail in Esperion’s filings with the SEC, including in its Annual Report on Form 10-K for the year ended December 31, 2024 and in its subsequent filings with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and Esperion disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this press release, other than to the extent required by law. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.

Esperion Contact Information:

Investors:
Alina Venezia
investorrelations@esperion.com
(734) 887-3903

Media:
Tiffany Aldrich
corporateteam@esperion.com
(616) 443-8438

FAQ

What did Esperion (ESPR) announce on October 7, 2025?

Esperion announced it has commenced an underwritten public offering of common stock with a 30‑day option for underwriters to buy up to an additional 15%.

Will the October 2025 Esperion offering dilute existing ESPR shareholders?

Yes; the press release states all offered shares are to be sold by Esperion, which can dilute existing shareholders if the offering is completed.

Who are the underwriters for Esperion's (ESPR) October 2025 offering?

Piper Sandler and Cantor Fitzgerald are acting as joint book‑running managers.

Where can investors find the prospectus for Esperion's (ESPR) offering?

A preliminary prospectus supplement will be filed with the SEC and available at www.sec.gov.

What SEC filing enables Esperion's public offering in October 2025?

The offering is made from an effective shelf registration declared effective by the SEC on April 29, 2025 (File No. 333-286631).