Esperion Files 8-K on Material Agreement; Details Undisclosed

TL;DR

**Esperion filed an 8-K about a material agreement, but the actual details are missing, leaving investors guessing.**

AI Summary

Esperion Therapeutics, Inc. filed an 8-K on January 22, 2024, reporting an event on January 18, 2024, related to an "Entry into a Material Definitive Agreement" and "Other Events." While the filing confirms the company's basic information like its Delaware incorporation and Ann Arbor, MI address, it does not disclose the specific details of the material agreement or other events. This lack of specific information means investors are left in the dark about the nature and potential impact of this agreement, which could be significant for the company's future operations and financial health.

Why It Matters

This filing signals a potentially significant corporate action by Esperion Therapeutics, Inc. but withholds crucial details, leaving investors without the necessary information to assess its impact on the company's valuation or future prospects.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement without providing any specifics, creating uncertainty and potential risk for investors due to unknown implications.

Analyst Insight

Given the lack of specific details regarding the 'Material Definitive Agreement,' a smart investor would hold off on making any significant decisions until more information is disclosed, closely monitoring future filings or company announcements for clarity on the nature and impact of this agreement.

Key Players & Entities

• Esperion Therapeutics, Inc. (company) — the registrant filing the 8-K
• Delaware (company) — state of incorporation for Esperion Therapeutics, Inc.
• Ann Arbor, MI (company) — business address for Esperion Therapeutics, Inc.
• January 18, 2024 (date) — date of the earliest event reported in the 8-K
• January 22, 2024 (date) — date the 8-K was filed

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share ESPR NASDAQ Stock Market
• $1.50 — ), at a purchase price to the public of $1.50 per share. The Underwriters were also g
• $90.8 m — ompany are expected to be approximately $90.8 million, after deducting the underwriting

Filing Documents

• tm243774d1_8k.htm (8-K) — 32KB
• tm243774d1_ex1-1.htm (EX-1.1) — 261KB
• tm243774d1_ex5-1.htm (EX-5.1) — 7KB
• tm243774d1_ex99-1.htm (EX-99.1) — 9KB
• tm243774d1_ex99-2.htm (EX-99.2) — 9KB
• tm243774d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• tm243774d1_ex99-2img002.jpg (GRAPHIC) — 4KB
• 0001104659-24-005351.txt ( ) — 576KB
• espr-20240118.xsd (EX-101.SCH) — 3KB
• espr-20240118_lab.xml (EX-101.LAB) — 33KB
• espr-20240118_pre.xml (EX-101.PRE) — 22KB
• tm243774d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 18, 2024, Esperion Therapeutics, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Jefferies LLC ("Jefferies"), as representative of the several underwriters listed on Schedule A thereto (the "Underwriters"), related to an underwritten public offering (the "Offering") of 56,700,000 shares of common stock of the Company, par value $0.001 per share ("Common Stock"), at a purchase price to the public of $1.50 per share. The Underwriters were also granted a 30-day option to purchase up to an additional 8,505,000 shares of Common Stock, at the public offering price. On January 19, 2024, Jefferies gave notice to the Company of its election to exercise the option to purchase additional shares, in full. Giving effect to the exercise of Underwriters' option, the Offering proceeds to the Company are expected to be approximately $90.8 million, after deducting the underwriting discount and estimated offering expenses. The Offering is expected to close on January 23, 2024, subject to customary closing conditions. 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. 333-264303), filed with the Securities and Exchange Commission (the "Commission") on April 15, 2022 and declared effective by the Commission on April 26, 2022, as supplemented by a final prospectus supplement dated January 18, 2024, filed with the Commission on January 22, 2024. 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 de

01

Item 8.01 Other Events. On January 18, 2024, the Company issued a press release announcing the Offering. On January 18, 2024, 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.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K and certain of the materials filed herewith contain forward-looking statements that are made pursuant to the safe harbor provisions of the federal securities laws, including, without limitation, statements related to the timing and closing of the Offering, the satisfaction of customary closing conditions related to the Offering and the estimated net proceeds from the Offering. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. Actual performance and results may differ materially from those projected or suggested in the forward-looking statements due to various risks and uncertainties, including, among others: fluctuations in the Company's stock price, changes in market conditions, the satisfaction of customary closing conditions related to the Offering, and the risks detailed in the Company's filings with the Commission, including in the Company's most recent Annual Report on Form 10-K and in subsequent filings with the Commission. Any forward-looking statements contained in this Current Report on Form 8-K and the materials filed herewith speak only as of the their respective dates, and the Company disclaims any obligation or undertaking to update or revise any forward-looking statements, other than to the extent required by law.

01

Item 9.01 Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated as of January 18, 2024, by and between Esperion Therapeutics, Inc. and Jefferies LLC, as representative 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 January 18, 2024. 99.2 Press Release announcing the pricing of the Offering, dated January 18, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: January 22, 2024 By: /s/ Sheldon Koenig Name: Sheldon Koenig Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR