您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。[美股招股说明书]:埃斯佩里恩治疗公司美股招股说明书(2025-10-08版) - 发现报告

埃斯佩里恩治疗公司美股招股说明书(2025-10-08版)

2025-10-08美股招股说明书J***
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埃斯佩里恩治疗公司美股招股说明书(2025-10-08版)

30,000,000 Shares of Common Stock We are offering 30,000,000 shares of our common stock, par value $0.001 per share, pursuant to thisprospectus supplement and the accompanying prospectus. The public offering price for each share ofcommon stock is $2.50. Our common stock is listed on the Nasdaq Global Market under the symbol “ESPR.” On October3,2025, the closing price for our common stock, as reported on the Nasdaq Global Market, was $3.30 pershare. The public offering price per share of common stock will be determined between us, the underwriters,and investors based on market conditions at the time of pricing, and may be at a discount to the currentmarket price of our shares of common stock. Investing in our securities involves a high degree of risk. See the information contained under “RiskFactors” on pageS-6of this prospectus supplement and in the related sections noted in the accompanyingprospectus, and in the documents incorporated by reference herein and therein. (1)See “Underwriting” for additional information regarding compensation payable to the underwriters. We have granted the underwriters an option for a period of up to 30days from the date of thisprospectus supplement to purchase up to 4,500,000 additional shares of our common stock at the publicoffering price of $2.50, less underwriting discounts and commissions. If the underwriters exercises theoption in full, the total underwriting discounts and commissions payable by us will be $5,175,000 and thetotal proceeds to us, before expenses, will be $80,725,000. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined whether this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. Delivery of the shares of common stock is expected to be made on or about October 9, 2025, subject tosatisfaction of customary closing conditions. Joint Book-Running Managers Piper Sandler Cantor Co-Managers Citizens Capital MarketsH.C. Wainwright & Co. The date of this prospectus supplement is October 7, 2025 TABLE OF CONTENTS Prospectus Supplement PAGEABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-4RISK FACTORSS-6CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-9USE OF PROCEEDSS-12DILUTIONS-13DIVIDEND POLICYS-15MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-16UNDERWRITINGS-21LEGAL MATTERSS-29EXPERTSS-29WHERE YOU CAN FIND MORE INFORMATIONS-29INCORPORATION BY REFERENCES-30 Prospectus Esperion Therapeutics, Inc. and other trademarks or service marks of Esperion Therapeutics appearingin this prospectus supplement and the accompanying prospectus are the property of Esperion Therapeutics.This prospectus supplement and the accompanying prospectus may refer to brand names, trademarks,service marks or trade names of other companies and organizations, and those brand names, trademarks,service marks and trade names are the property of their respective holders. Our use or display of thirdparties’ trademarks, service marks, trade names or products in this prospectus supplement is not intended to,and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, thetrademarks, service marks and trade names referred to in this prospectus supplement may appear without the,and ™ symbols, but the omission of such references is not intended to indicate, in any way, that wewill not assert, to the fullest extent under applicable law, our rights or the right of the applicable owner ofthese trademarks, service marks and trade names.®SM ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a “shelf” registrationstatement on Form S-3 (File No. 333-286631) that we filed with the Securities and Exchange Commission(the “SEC”) on April18, 2025 and which became effective on April29, 2025. This prospectus supplement, including the documents incorporated by reference herein, describes thespecific terms of this offering. The second part, the accompanying prospectus, including the documentsincorporated by reference therein, provides more general information, some of which may not apply to thisoffering. Generally, when we refer to the “prospectus,” we are referring to both parts combined. Thisprospectus supplement and any free writing prospectus we authorize for use in connection with this offeringmay add to, update or change information in the accompanying prospectus and the documents incorporatedby reference into this prospectus supplement or the accompanying prospectus. If the information in thisprospectus supplement is inconsistent with the accompanying prospectus or with any document incorporatedby reference herein or therein that was filed with the SEC prior to the date of this prospectus supplement,you should rely on the information in this prospectus supplement; provided, that if any s