Esperion Therapeutics Announces Material Definitive Agreement

TL;DR

Esperion just signed a big deal and sold some stock, watch this space.

AI Summary

On December 17, 2024, Esperion Therapeutics, Inc. entered into a material definitive agreement, likely related to financing or a significant operational change. The company also disclosed the creation of a direct financial obligation and unregistered sales of equity securities. These events suggest a period of financial restructuring or strategic expansion for Esperion.

Why It Matters

This filing indicates significant financial activity for Esperion Therapeutics, potentially impacting its capital structure and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Esperion Therapeutics, Inc. (company) — Registrant
• December 17, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share ESPR NASDAQ Stock Market
• $100 million — erapeutics, Inc. (the "Company") issued $100 million aggregate principal amount of its 5.75%
• $57.5 million — stee. The Company issued approximately $57.5 million aggregate principal amount of New Notes
• $153.4 million — t of New Notes along with approximately $153.4 million in cash, in exchange for approximately
• $210.1 million — in cash, in exchange for approximately $210.1 million aggregate principal amount of its 4.00%
• $42.5 million — pany also issued and sold approximately $42.5 million aggregate principal amount of New Notes
• $42.5 m — scription Transactions of approximately $42.5 million, excluding fees and expenses paya
• $1,000 — is 326.7974 shares of common stock per $1,000 principal amount of notes, which repres
• $3.06 — itial conversion price of approximately $3.06 per share of common stock. The conversi

Filing Documents

• tm2430949d2_8k.htm (8-K) — 32KB
• tm2430949d2_ex4-1.htm (EX-4.1) — 741KB
• tm2430949d2_ex4-1img007.jpg (GRAPHIC) — 2KB
• tm2430949d2_ex4-1img008.jpg (GRAPHIC) — 3KB
• tm2430949d2_ex4-1img001.jpg (GRAPHIC) — 11KB
• tm2430949d2_ex4-1img003.jpg (GRAPHIC) — 12KB
• tm2430949d2_ex4-1img004.jpg (GRAPHIC) — 10KB
• tm2430949d2_ex4-1img005.jpg (GRAPHIC) — 15KB
• 0001104659-24-129592.txt ( ) — 1166KB
• espr-20241217.xsd (EX-101.SCH) — 3KB
• espr-20241217_lab.xml (EX-101.LAB) — 33KB
• espr-20241217_pre.xml (EX-101.PRE) — 22KB
• tm2430949d2_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 17, 2024, in connection with the consummation of the previously announced private exchange and subscription transactions, Esperion Therapeutics, Inc. (the "Company") issued $100 million aggregate principal amount of its 5.75% Convertible Senior Subordinated Notes due 2030 (the "New Notes") under an Indenture, dated December 17, 2024 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Company issued approximately $57.5 million aggregate principal amount of New Notes along with approximately $153.4 million in cash, in exchange for approximately $210.1 million aggregate principal amount of its 4.00% Convertible Senior Subordinated Notes due 2025 (the "2025 Notes"), pursuant to privately negotiated agreements entered into with certain holders of its 2025 Notes (the "Exchange Transactions"). The Company also issued and sold approximately $42.5 million aggregate principal amount of New Notes for cash, pursuant to privately negotiated agreements (the "Subscription Transactions" and, together with the Exchange Transactions, the "Transactions"). The New Notes were offered, issued and sold in the Transactions to investors who represented that they are institutional "accredited investors" within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and "qualified institutional buyers" as defined in Rule 144A promulgated under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The offer and sale of the New Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, the New Notes may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. In exchange for is

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 4.1 Indenture dated as of December 17, 2024, between Esperion Therapeutics, Inc. and U.S. Bank Trust Company, National Association, as Trustee. 4.2 Form of 5.75% Convertible Senior Subordinated Notes due 2030 (included as part of Exhibit 4.1). 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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. Date: December 18, 2024 Esperion Therapeutics, Inc. By: /s/ Sheldon L. Koenig Sheldon L. Koenig President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR