Esperion Therapeutics, Inc.

false 0001434868 0001434868 2026-05-01 2026-05-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): May 1, 2026 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) (I.R.S. Employer Identification No.) 3891 Ranchero Drive , Suite 150 Ann Arbor , MI (Address of principal executive offices) 48108 (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) x 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 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 or Rule 12b-2 of the Securities Exchange Act of 1934. 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. Merger Agreement On May 1, 2026, Esperion Therapeutics, Inc. (the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Essence Parent Inc., a Delaware corporation (“ Parent ”), and Essence MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ MergerCo ”), pursuant to which, subject to the terms and conditions thereof, MergerCo will merge with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “ Merger ”). Consummation of the Merger is subject to the approval of the Company’s stockholders and other customary closing conditions. The Merger is expected to close in the third quarter of 2026. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each share of common stock, par value $0.001 per share, of the Company (the “ Company Common Stock ”) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock (i) owned by Parent or MergerCo, (ii) owned by the Company as treasury shares or (iii) held by any person who properly exercises appraisal rights under Delaware law), will be converted into the right to receive (A) an amount in cash equal to $3.16 per share, without interest (the “ Per Share Cash Consideration ”), plus (B) one contractual contingent value right per share, representing the right to participate in contingent payments in cash, without interest, upon the achievement of certain milestones as set forth in the Contingent Value Rights Agreement described below (the “ CVR Agreement ”), on the terms and subject to the conditions set forth in the Merger Agreement and the CVR Agreement (the “ CVR ” and, together with the Per Share Cash Consideration, the “ Merger Consideration ”). Each CVR will entitle the holder to its pro rata share, in cash, of contingent payments of up to an additional $100 million in the aggregate, without interest and less any applicable tax withholding, upon the achievement of specified milestones during the applicable milestone periods as set forth in the CVR Agreement. At the Effective Time, (i) each restricted stock unit with respect to Company Common Stock (each, a “ Company RSU ”) outstanding immediately prior to the Effective Time will vest in full and be canceled and converted into the right to receive, with respect to each share of Company Common Stock subject to such Company RSU immediately prior to the Effective Time, a cash payment, without interest and subject to applicable tax withholding, equal to the Per Share Cash Consideration, plus one CVR, subject to certain exceptions, (ii) each in-the-money option to purchase shares of Company Common Stock (each, a “ Company Stock Option ”) outstanding immediately prior to the Effective Time will vest in full and be canceled and converted into the right to receive, with respect to each share of Company Common Stock issuable upon exercise of such Company Stock Option immediately prior to the Effective Time, a cash payment, without interest and subject to applicable tax withholding, equal to the excess of the Per Share Cash Consideration over the per share exercise price of such Company Stock Option, plus one CVR (the “ Option CVR Consideration ”), and (iii) each option to purchase shares of Company Common Stock outstanding immediately prior to the Effective Time having a per share exercise price that is equal to or greater than the Per Share Cash Consideration but less than the Merger Consideration (assuming maximum payout with respect to the CVR component of the Merger Consideration) will be cancelled and converted into the right to receive the Option CVR Consideration, except that if a milestone is achieved in respect of a CVR, the cash amount to be paid in respect of such milestone, instead of such milestone, if any, will be the Underwater Option Milestone Payment (as defined in the CVR Agreement). Each Company Stock Option outstanding immediately prior to the Effective Time with a per share exercise price that is equal to or greater than the Merger Consideration will be canceled for no consideration. Prior to the Effective Time, the Company will take all actions required to ensure that (i) no offering period under the Company’s 2020 Employee Stock Purchase Plan, as amended from time to time (the “ ESPP ”), will be commenced or extended on or after the date of the Merger Agreement, (ii) no new participants may commence participation in the ESPP after the date of the Merger Agreement, (iii) no participant may increase such participant’s payroll deductions under the ESPP after the date of the Merger Agreement, and (iv) the offering period in effect as of the date of the Merger Agreement will terminate on the earlier of (A) five business days prior to the Effective Time and (B) the final day of such offering period pursuant to the terms of the ESPP. Conditioned upon, and effective as of the Effective Time, each of the Company’s Amended and Restated 2013 Stock Option and Incentive Plan, 2017 Inducement Equity Plan, and 2022 Stock Option and Incentive Plan, each as amended from time to time, and the ESPP will terminate. 2 The Merger Agreement contains customary representations and warranties of the Company, subject to certain materiality qualifiers set forth in the Merger Agreement. Additionally, the Merger Agreement provides for customary pre-closing covenants of the Company, including covenants relating to conducting its business in the ordinary course and refraining from taking certain types of actions without Parent’s consent. Each party’s obligation to consummate the Merger is subject to certain customary closing conditions, including: (i) the approval of the Company’s stockholders; (ii) the expiration or early termination of the applicable waiting period under the Hart-Sco