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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 7, 2025
Esperion
Therapeutics, Inc.
(Exact name of Registrant as Specified in Its
Charter)
| Delaware |
|
001-35986 |
|
26-1870780 |
(State
or Other Jurisdiction of
Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
3891
Ranchero Drive, Suite 150
Ann
Arbor, MI |
48108 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number,
Including Area Code: (734) 887-3903
Not Applicable
Former Name or Former Address, if Changed Since Last Report
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant
to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common Stock, par value $0.001 per share |
|
ESPR |
|
NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§250.12b-2 of this chapter).
Emerging
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 with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 1.01. Entry into a Material Definitive Agreement.
On October 7, 2025, Esperion Therapeutics, Inc.
(the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Piper Sandler &
Co. and Cantor Fitzgerald & Co., as representative of the several underwriters listed on Schedule A thereto (collectively, the
“Underwriters”), related to an underwritten public offering (the “Offering”) of 30,000,000 shares (the “Underwritten
Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a public offering price
of $2.50 per share. In addition, the Company has granted the Underwriters an option, exercisable in whole or in part at any time for a
period of 30 days from the date of the Underwriting Agreement, to purchase, at the public offering price, less the underwriting discounts
and commissions, up to an additional 4,500,000 shares of Common Stock (the “Option Shares” and together with the Underwritten
Shares, the “Shares”).
The Company estimates that the net proceeds from
the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, will
be approximately $70.2 million, or approximately $80.7 million if the Underwriters exercise in full their option to purchase
the Option Shares. The Company intends to use the net proceeds from the Offering, together with its existing cash and cash equivalents,
primarily to fund the ongoing commercialization efforts for NEXLETOL and NEXLIZET, research and clinical development of current or additional
pipeline candidates, working capital, capital expenditures, and general corporate purposes. The Offering is expected to close on or about
October 9, 2025, subject to the satisfaction of customary closing conditions. All of the Shares in the Offering are being sold by
the Company.
The Company made certain customary representations,
warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify
the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). The Offering is being made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-286631),
filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2025 and declared effective by the SEC on
April 29, 2025, including the base prospectus therein, as supplemented by a final prospectus supplement, dated October 7, 2025
and filed with the SEC on October 8, 2025. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation
of an offer to buy any of the shares of Common Stock.
The foregoing description of certain terms of
the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K
and is incorporated by reference herein. A copy of the legal opinion of Goodwin Procter LLP, relating to the legality of the issuance
and sale of shares of Common Stock in the Offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
Item 8.01. Other Events.
On October 7, 2025, the Company issued a
press release announcing the Offering. On October 7, 2025, the Company issued a press release announcing that it had priced the Offering.
Copies of both press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated by reference herein.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without
limitation, statements about the Company’s expectations regarding the timing and closing of the Offering. The words “may,”
“might,” “will,” “could,” “would,” “should,” “expect,” “plan,”
“anticipate,” “intend,” “believe,” “expect,” “estimate,” “seek,”
“predict,” “future,” “project,” “potential,” “continue,” “target”
and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain
these identifying words. Any forward-looking statements contained in this Current Report on Form 8-K, such as those related to the
anticipated closing of the Offering and the estimated net proceeds from the Offering, are based on management’s current expectations
and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ
materially from those expressed or implied by any forward-looking statements contained in this Current Report on Form 8-K, including,
without limitation, uncertainties related to fluctuations in the Company’s stock price, changes in market conditions and the satisfaction
of customary closing conditions related to the Offering. These and other risks and uncertainties are described in greater detail in the
section entitled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K for the year ended December 31,
2024 and in any of its subsequent filings with the SEC. In addition, any forward-looking statements represent the Company’s views
only as of today and should not be relied upon as representing its views as of any subsequent date. The Company explicitly disclaims any
obligation to update any forward-looking statements, except as required by law. No representations or warranties (expressed or implied)
are made about the accuracy of any such forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Description |
| |
|
| 1.1 |
|
Underwriting Agreement, dated as of October 7, 2025, by and among Esperion Therapeutics, Inc. and Piper Sandler & Co. and Cantor Fitzgerald & Co., as representatives of the several underwriters listed on Schedule A thereto. |
| |
|
| 5.1 |
|
Opinion of Goodwin Procter LLP. |
| |
|
| 23.1 |
|
Consent of Goodwin Procter LLP (included in Exhibit 5.1). |
| |
|
| 99.1 |
|
Press Release announcing the Offering, dated October 7, 2025. |
| |
|
| 99.2 |
|
Press Release announcing the pricing of the Offering, dated October 7, 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ESPERION THERAPEUTICS, INC. |
| |
|
|
| Date: October 8, 2025 |
By: |
/s/ Sheldon Koenig |
| |
Name: |
Sheldon Koenig |
| |
Title: |
President and Chief Executive Officer |
