Esperion Therapeutics Enters Material Definitive Agreement

TL;DR

Esperion just signed a big deal, filing an 8-K today. Details to come.

AI Summary

Esperion Therapeutics, Inc. announced on October 7, 2025, that it has entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Ann Arbor, MI, filed this 8-K report on October 8, 2025. Specific details of the agreement, including parties involved and financial terms, are not fully disclosed in the provided excerpt.

Why It Matters

This filing indicates a significant new contract or partnership for Esperion Therapeutics, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce significant opportunities or risks depending on their terms, which are not fully detailed here.

Key Players & Entities

• Esperion Therapeutics, Inc. (company) — Registrant
• October 7, 2025 (date) — Date of earliest event reported
• October 8, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of Incorporation
• Ann Arbor, MI (location) — Address of Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share ESPR NASDAQ Stock Market
• $2.50 — Stock"), at a public offering price of $2.50 per share. In addition, the Company has
• $70.2 m — e by the Company, will be approximately $70.2 million, or approximately $80.7 million i
• $80.7 million — imately $70.2 million, or approximately $80.7 million if the Underwriters exercise in full th

Filing Documents

• tm2527818d4_8k.htm (8-K) — 35KB
• tm2527818d4_ex1-1.htm (EX-1.1) — 254KB
• tm2527818d4_ex5-1.htm (EX-5.1) — 7KB
• tm2527818d4_ex99-1.htm (EX-99.1) — 10KB
• tm2527818d4_ex99-2.htm (EX-99.2) — 10KB
• tm2527818d4_ex99-1img001.jpg (GRAPHIC) — 3KB
• tm2527818d4_ex99-2img001.jpg (GRAPHIC) — 5KB
• 0001104659-25-097992.txt ( ) — 569KB
• espr-20251007.xsd (EX-101.SCH) — 3KB
• espr-20251007_lab.xml (EX-101.LAB) — 33KB
• espr-20251007_pre.xml (EX-101.PRE) — 22KB
• tm2527818d4_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

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 Und

01. Other Events

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

01. Financial Statements and Exhibits

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

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

View Full Filing

View this 8-K filing on SEC EDGAR