[S-8] Esperion Therapeutics, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Esperion Therapeutics has registered an additional 6,250,000 shares of its common stock for issuance under the company’s 2022 Stock Option and Incentive Plan, as amended, following stockholder approval of the plan amendment on May 29, 2025. The Registration Statement on Form S-8 incorporates prior Form S-8 registration statements for the same class of securities.

This filing enables the company to grant additional equity awards under its incentive plan; it is a routine corporate step to implement the expanded reserve and does not itself change outstanding shares until awards are issued and exercised.

Positive

• Stockholders approved an amendment increasing the Option Plan reserve by 6,250,000 shares on May 29, 2025
• Form S-8 registers those additional 6,250,000 shares for issuance under the 2022 Stock Option and Incentive Plan, enabling employee equity awards
• Exhibit package incorporated prior S-8 registration statements and includes amendments and plan documents for transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine S-8 registration for 6.25M shares; enables additional employee awards with neutral near-term impact absent grant/exercise activity.

The registrant increased the reserve under its 2022 Stock Option and Incentive Plan by 6,250,000 shares and filed a Form S-8 to register those shares for future issuance. This is a standard procedural filing that permits the company to grant equity compensation; the immediate market impact is typically limited because issuance, vesting, and exercise events drive dilution. Material impact depends on the size of grants and eventual exercises relative to the company’s outstanding share base, which is not provided in this filing.

Corporate Governance Expert

TL;DR: Stockholder-approved amendment expands incentive plan capacity; filing and exhibit references follow routine disclosure and incorporation practices.

The filing confirms stockholder approval of the amendment to the 2022 Stock Option and Incentive Plan on May 29, 2025 and registers the additional shares on Form S-8, incorporating prior S-8 disclosures by reference. Exhibits include plan documents and amendments, counsel opinion, and accounting firm consent where noted. This reflects standard governance practice to secure shareholder authorization before increasing equity compensation capacity.

As filed with the Securities and Exchange Commission on August 13, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

ESPERION THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware						26-1870780
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

Esperion Therapeutics, Inc.

3891 Ranchero Drive, Suite 150

Ann Arbor, MI 48108

(Address of Principal Executive Offices)

Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan, as amended

(Full Title of the Plans)

Sheldon L. Koenig

President and Chief Executive Officer

Esperion Therapeutics, Inc.

3891 Ranchero Drive, Suite 150

Ann Arbor, MI 48108

(Name and Address of Agent For Service)

(734) 887-3903

(Telephone Number, Including Area Code, of Agent For Service)

Copy to:

Mitchell S. Bloom, Esq.

Adam V. Johnson, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

(617) 570-1000

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			☐			Smaller reporting company			☐
						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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) registers additional shares of Common Stock, par value $0.001 per share (“Common Stock”), of Esperion Therapeutics, Inc. (the “Registrant”) under the Registrant’s 2022 Stock Option and Incentive Plan, as amended (the “Option Plan”). On May 29, 2025, the stockholders of the Registrant approved an amendment to the Option Plan, pursuant to which the number of shares of Common Stock reserved and available for issuance under the Option Plan increased by 6,250,000 shares. This Registration Statement registers these additional 6,250,000 shares of Common Stock. The additional shares are of the same class as other securities relating to the Option Plan for which the Registrant’s registration statements on Form S-8 (Registration No. 333-265247, Registration No. 333-273555 and Registration No. 333-281486) filed with the Securities and Exchange Commission (the “SEC”) on May 26, 2022, August 1, 2023, and August 12, 2024, respectively, are effective. The information contained in the Registrant’s registration statements on Form S-8 (Registration No. 333-265247, Registration No. 333-273555, and Registration No. 333-281486) is hereby incorporated by reference pursuant to General Instruction E, except for “Item 8. Exhibits.”

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement, which Exhibit Index is incorporated herein by reference.

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EXHIBIT INDEX

Exhibit No.						Description
4.1						Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-188595) filed on June 12, 2013).
4.2						Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-188595) filed on June 12, 2013).
4.3						Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 26, 2022)
4.4						Certificate of Validation dated September 20, 2022 relating to Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant dated May 26, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on September 20, 2022)
4.5						Certificate of Amendment No. 2 to Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 15, 2023)
4.6						Second Amended and Restated Bylaws of the Registrant dated April 29, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-35986) filed on May 4, 2021)
4.7						Form of Warrant to Purchase Preferred Stock dated September 4, 2012 (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-188595) filed on May 14, 2013).
4.8						Form of Warrant Amendment Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-35986) filed on May 9, 2023).
4.9						Investor Rights Agreement by and between the Registrant and certain of its stockholders dated April 28, 2008 (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-188595) filed on May 14, 2013).
4.10						Amendment No. 1 to Investor Rights Agreement by and between the Registrant and certain of its stockholders dated April 11, 2013 (incorporated by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-188595) filed on May 14, 2013).
5.1*						Opinion of Goodwin Procter LLP.
23.1*						Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2*						Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1*						Power of Attorney (included on signature page).
99.1						2022 Stock Option and Incentive Plan and forms of agreements thereunder (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-265247) filed on May 26, 2022).
99.2						First Amendment to 2022 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 15, 2023).
99.3						Second Amendment to 2022 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 28, 2024).
99.4						Third Amendment to 2022 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 2, 2025).
107*						Filing Fee Table.

* Filed herewith.

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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 Ann Arbor, State of Michigan, on the 13th day of August, 2025.

			ESPERION THERAPEUTICS, INC.
			By:			/s/ Sheldon L. Koenig
						Sheldon L. Koenig
						President, Chief Executive Officer and Director

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Esperion Therapeutics, Inc., hereby severally constitute and appoint Sheldon L. Koenig, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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 and on the date indicated below.

Signature

Title

Date

/s/ Sheldon L. Koenig

President, Chief Executive Officer and Director (Principal Executive Officer)

Sheldon L. Koenig

August 13, 2025

/s/ Benjamin Halladay

Chief Financial Officer (Principal Financial Officer, and Principal Accounting Officer)

Benjamin Halladay

August 13, 2025

/s/ J. Martin Carroll

Director

August 13, 2025

J. Martin Carroll

/s/ Seth H.Z. Fischer

Director

August 13, 2025

Seth H.Z. Fischer

/s/ Robert E. Hoffman

Director

August 13, 2025

Robert E. Hoffman

/s/ Stephen Rocamboli

Director

August 13, 2025

Stephen Rocamboli

/s/ Jay Shepard

Director

August 13, 2025

Jay Shepard

/s/ Craig Thompson

Director

August 13, 2025

Craig Thompson

/s/ Tracy M. Woody

Director

August 13, 2025

Tracy M. Woody

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FAQ

What does this Form S-8 register for Esperion (ESPR)?

The filing registers an additional 6,250,000 shares of Esperion common stock for issuance under the company’s 2022 Stock Option and Incentive Plan, as amended.

When was the plan amendment approved?

The company’s stockholders approved the amendment to increase the plan reserve on May 29, 2025.

Are these additional shares the same class as prior registrations?

Yes. The filing states the additional shares are the same class as securities for which prior Form S-8 registration statements were effective.

Does this filing immediately increase outstanding shares or market dilution?

No. The Form S-8 registers shares for potential issuance; outstanding shares and dilution only change when awards are granted and exercised.

What exhibits are included with the registration statement?

The Exhibit Index references plan documents and amendments, counsel opinion, accountant consent, power of attorney, and the filing fee table; specific exhibits are listed in the filing.