ESPR: 15-12G · other
Esperion Therapeutics has filed a Form 15-12G to terminate its registration of securities and suspend its duty to file reports under the Securities Exchange Act of 1934. The company certified that it has fewer than 300 holders of record, specifically listing only one holder of record as of the certification date. This filing signifies that Esperion is no longer subject to public reporting requirements, typically indicating a transition to private ownership or the completion of an acquisition. The suspension of reporting duties follows the company's compliance with Rule 12g-4(a)(1) regarding the number of record holders. As a result of this action, Esperion will cease filing periodic reports such as Forms 10-K and 10-Q with the SEC. Shareholders should note that public information regarding the company's financial condition and operations will no longer be available through standard SEC channels.
ESPR: 25-NSE · delisting
Esperion Therapeutics, Inc. has filed a Form 25-NSE, notifying the SEC of its intent to voluntarily remove its securities from listing and registration under Section 12(b) of the Securities Exchange Act of 1934. This filing initiates the formal process for the company to delist its common stock, which generally becomes effective ten days after the date of filing unless the SEC specifies an earlier date. The delisting will result in the cessation of trading on the national exchange where the stock is currently listed. As a result of the removal, public shareholders will face significantly reduced liquidity and transparency as the securities transition to trading on the over-the-counter market or cease trading entirely.
ESPR: 8-K · acquisition merger
Esperion Therapeutics announced the completion of its acquisition by Essence Parent Inc., with shareholders receiving $3.16 in cash plus one Contingent Value Right (CVR) per share. The aggregate consideration paid was approximately $1.1 billion in cash, funded through equity contributions and new debt financing. Each CVR entitles the holder to a share of up to $100 million in contingent payments if sales milestones for NEXLETOL, NEXLIZET, or ENBUMYST are achieved. As a result of the merger, the company has requested the delisting of its shares from the Nasdaq Stock Market and intends to file a Form 15 to suspend its reporting obligations under the Securities Exchange Act. The certificate of incorporation and bylaws have been amended and restated, and the entire pre-merger board of directors has been replaced by Justin Bateman and Ankit Pareek. The transaction involved the refinancing of existing debt, including the entry into a new loan agreement with BioPharma Credit PLC and affiliates and the full repayment of the previous credit agreement with GLAS USA LLC and GLAS AMERICAS LLC. Holders of the company’s 5.75% Convertible Senior Subordinated Notes due 2030 will receive a combination of cash and CVRs upon conversion, reflecting the terms of the change of control.
Esperion Therapeutics Clears Key Hurdle as Stockholders Approve Essence Merger
ESPR: 8-K · proxy statement
Esperion Therapeutics stockholders voted to approve the Agreement and Plan of Merger with Essence Parent Inc. and Essence MergerCo Inc. during a special meeting held on July 8, 2026. The approval covers the transaction in which MergerCo will merge with and into Esperion, with the company surviving as a wholly owned subsidiary of Parent. The Merger Agreement Proposal received 135,326,793 votes in favor and 22,750,628 votes against, meeting the requisite approval threshold. A separate advisory proposal to approve executive compensation related to the merger was also passed, with 129,937,383 votes in favor. With the shareholder vote secured, the company moves toward the closing of the acquisition, subject to the satisfaction of remaining conditions set forth in the Merger Agreement. The approval excludes the debt-financing and any Parent co-investment, which were not submitted for a vote.
ESPR: 8-K/A · other
Esperion Therapeutics filed this Form 8-K/A amendment solely to provide the required financial statements and pro forma financial information for its previously announced acquisition of Corstasis Therapeutics, which closed on April 2, 2026. The original 8-K reported the completion of the merger, while this amendment amends only Item 9.01 to present the audited financial statements of Corstasis and unaudited pro forma condensed combined financial statements as permitted within 71 days of the original filing. The total cost of the Corstasis acquisition was $83.4 million, consisting of $77.5 million in cash consideration and $5.9 million in transaction costs. To fund the acquisition, Esperion secured $75.0 million in financing through a $25.0 million term loan under its existing Credit Agreement at 9.75% interest and a $50.0 million Royalty Purchase Agreement with Athyrium Opportunities IV Acquisition LP for royalties related to its Otsuka collaboration. Pro forma financial information for the year ended December 31, 2025 shows total revenues of $403.2 million, essentially unchanged from historical, while the net loss increased from $22.7 million to $47.1 million pro forma. The increase in net loss reflects $9.9 million in additional interest expense from the new financing and $7.7 million in amortization expense for the acquired Enbumyst intangible asset.
Are GBTG, BGMS, SUNE, ESPR Obtaining Fair Deals for their Shareholders?
Halper Sadeh LLC is investigating Bio Green Med Solution regarding its proposed merger with Future NRG Sdn. Bhd. to determine if shareholders are receiving fair value. The law firm is probing potential violations of federal securities laws or breaches of fiduciary duties related to the transaction terms. Shareholders are being encouraged to contact the firm to discuss their rights and options on a contingent fee basis.
ESPR: 8-K · other
Esperion Therapeutics announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its pending merger with Essence Parent Inc. expired on June 15, 2026. This expiration satisfies a key condition required for the completion of the transaction, which was initially announced on May 1, 2026. The merger remains subject to the satisfaction of other customary closing conditions, most notably the approval of Esperion's stockholders. The company has scheduled a special meeting to vote on the adoption of the Merger Agreement for July 8, 2026. Essence Parent Inc. is an affiliate of ArchiMed SAS, and under the terms of the agreement, Esperion will survive the merger as a wholly-owned subsidiary of the parent company. The company urges investors to review the proxy statement filed with the SEC regarding the transaction.
Esperion Therapeutics announced that the German Federal Cartel Office (Bundeskartellamt) has cleared its proposed acquisition by ArchiMed SAS. The clearance, effective June 2, 2026, removes a key regulatory hurdle for the merger. The transaction remains subject to the expiration of waiting periods under the US Hart-Scott-Rodino Act and approval by Esperion’s stockholders. A special meeting to vote on the merger is scheduled for July 8, 2026.
ESPR: DEFM14A · proxy statement
Esperion Therapeutics (ESPR) has filed a definitive proxy statement soliciting stockholder approval for its acquisition by Essence Parent Inc., an affiliate of healthcare investor ArchiMed SAS. The special meeting is scheduled for July 8, 2026, where shareholders will vote on the merger agreement, an advisory compensation proposal, and an adjournment proposal. Under the terms of the merger agreement dated May 1, 2026, each share of ESPR common stock will be converted into $3.16 in cash plus one Contingent Value Right (CVR). The CVRs provide for potential additional cash payments of up to $40 million if bempedoic acid products (Nexletol/Nexlizet) exceed $300 million in annual US net sales in 2027, and up to $60 million if bumetanide products (Enbumyst) exceed $160 million in annual US net sales by 2030. The transaction is funded by approximately $1.08 billion in total financing, comprising $706.1 million in equity commitments from ArchiMed-affiliated funds and $550 million in debt financing. Upon consummation, ESPR will become a wholly owned subsidiary of Parent, and its shares will be delisted from Nasdaq. The Board unanimously recommends approval, citing a fairness opinion from Centerview Partners.
ESPR: 8-K · amendment
Esperion Therapeutics, Inc. (ESPR) held its 2026 annual meeting of stockholders on May 28, 2026, where shareholders approved an amendment to the company’s 2022 Stock Option and Incentive Plan. The amendment increases the aggregate number of shares authorized for issuance under the plan by 7,000,000 shares, bringing the total authorized pool to 30,150,000 shares. Shareholders also elected J. Martin Carroll and Sheldon L. Koenig as Class I directors, approved the non-binding advisory resolution on executive compensation, and ratified the appointment of Ernst & Young LLP as the independent auditor for fiscal year 2026. As of the record date, there were 257,404,876 shares of common stock outstanding.
ESPR: PREM14A · proxy statement
Esperion Therapeutics (ESPR) is soliciting shareholder approval for a merger agreement to be acquired by Essence Parent Inc., an affiliate of healthcare investor ArchiMed SAS. The deal values the company at approximately $1.08 billion, funded by $706 million in equity and $550 million in debt. Stockholders will receive $3.16 per share in cash plus one Contingent Value Right (CVR) for each share held. The CVRs provide for potential additional cash payments of up to $40 million if bempedoic acid products (Nexletol/Nexlizet) exceed $300 million in annual US net sales in 2027, and up to $60 million if Enbumyst exceeds $160 million in annual US net sales by 2030. The Board unanimously recommends the merger, citing a fairness opinion from Centerview Partners. If approved, ESPR will be delisted from Nasdaq and become a wholly-owned subsidiary of Parent. The merger is subject to customary closing conditions, including antitrust approvals and shareholder vote, with an outside date of November 1, 2026.
Esperion Announces Inducement Grants Under NASDAQ Listing Rule 5635(c)(4)
ESPR Stock Surges 44% in a Month: Here's What You Need to Know
Esperion Announces Two New Analyses Supporting Bempedoic Acid to Reduce LDL-C Levels to be Presented at the European Atherosclerosis Society (EAS) Congress 2026
Are ESPR, GBTG, MDV, ACR Obtaining Fair Deals for their Shareholders?
Halper Sadeh LLC is investigating the proposed merger between ACRES Commercial Realty Corp. and ACRES Capital Corp. for potential breaches of fiduciary duty. The investigation concerns whether the transaction contains terms that could limit superior competing offers or if insiders are receiving benefits not available to ordinary shareholders. This is a solicitation for shareholders to contact the firm to discuss their rights and options regarding the deal.
Archimed to take Esperion Therapeutics private in $1.1 billion deal
Esperion to be Acquired by ARCHIMED
Esperion Therapeutics has agreed to be acquired by ARCHIMED in a transaction valued at up to approximately $1.1 billion on a fully diluted basis. Shareholders will receive $3.16 per share in cash at closing, a 58% premium to the April 30 closing price, plus a CVR tied to future net sales milestones. The deal is expected to close in the third quarter of 2026, subject to shareholder and regulatory approvals, after which Esperion will become a private company.
Esperion to Report First Quarter 2026 Financial Results on May 7
Esperion Therapeutics Highlights 38% Revenue Growth, Enbumyst Launch Plan at Needham Conference
Esperion Therapeutics (ESPR) Down 10% Since Last Earnings Report: Can It Rebound?
Athyrium Capital Management and Esperion Enter Into $50 Million Japan Royalty Financing to Support Strategic Acquisition of Corstasis Therapeutics
Esperion Therapeutics Closes Acquisition of Corstasis Therapeutics, Expanding Its Cardiovascular Franchise with Enbumyst™ (bumetanide nasal spray)
