埃斯佩里恩治疗公司 2025年度报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM10-K For the transition period from to Securities registered pursuant to Section12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐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 growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒The aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, 2025, based upon the closing price of $0.98 of the registrant’s common stock as reported on the NASDAQ Global Market as of June 30, 2025 (the last business day of the registrant's most recently completed second fiscal quarter), was approximately$198.2 million. For purposes of foregoing calculation only, all directors and executive officers of the registrants are assumed to be affiliates of the registrant. This determination ofaffiliate status is not a determination for other purposes.As of March1, 2026, there were 256,810,482 shares of the registrant’s common stock, $0.001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE PartIII of this Annual Report on Form10-K incorporates by reference information from the registrant's definitive Proxy Statement for its 2026 Annual Meeting ofStockholders, which is expected to be filed with the Securities and Exchange Commission not later than 120days after the registrant's fiscal year ended December31, 2025. TABLE OF CONTENTS PagePART IItem1.Business6Item1A.Risk Factors36Item1B.Unresolved Staff Comments84Item 1C.Cybersecurity84Item2.Properties85Item3.Legal Proceedings85Item4.Mine Safety Disclosures87PART IIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquitySecurities88Item6.Reserved89Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations90Item7A.Quantitative and Qualitative Disclosures about Market Risk101Item8.Financial Statements and Supplementary Data101Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure101Item9A.Controls and Procedures101Item9B.Other Information106Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections106PART IIIItem10.Directors, Executive Officers and Corporate Governance107Item11.Executive Compensation107Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters107Item13.Certain Relationships and Related Transactions, and Director Independence107Item14.Principal Accounting Fees and Services107PART IVItem15.Exhibits and Financial Statement Schedules108Item16.Form10-K Summary108Signatures112 From time to time, we may use our website, our X (formerly Twitter) account (@EsperionInc) or our LinkedIn profile atwww.linkedin.com/company/esperion-therapeutics to distribute material information. Our financial and other material information is routinelyposted to and accessible on the Investors & Media section of our website, available at www.esperion.com. Investo