SEC Form S-8 filed by Esperion Therapeutics Inc.
$ESPR
Biotechnology: Pharmaceutical Preparations
Health Care
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 | |||||||
* 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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