Esperion Announces $56.7 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules
March 20 2023 - 08:00AM
Esperion (NASDAQ: ESPR) (“Esperion” or the “Company”), today
announced that it has entered into a definitive agreement with
healthcare-focused institutional investors for the issuance and
sale of an aggregate of 33,170,747 shares of its common stock (or
common stock equivalents in lieu thereof) and short-term warrants
to purchase up to an aggregate of 33,170,747 shares of common stock
in a registered direct offering priced at-the-market under Nasdaq
rules. Each share of common stock (or common stock equivalent in
lieu thereof) is being sold together with one short-term warrant to
purchase one share of common stock at a combined purchase price of
$1.675. The short-term warrants will be immediately exercisable
upon issuance, will expire three and a half years following the
issuance date and have an exercise price of $1.55 per share.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The closing of the offering is expected to occur
on or about March 22, 2023, subject to the satisfaction of
customary closing conditions. The total gross proceeds from the
offering are expected to be approximately $56.7 million. Esperion
intends to use the net proceeds of this offering for general
corporate purposes.
The securities described above are being offered
by Esperion pursuant to a shelf registration statement on Form S-3
(File No. 333-264303) that was originally filed with the Securities
and Exchange Commission (the “SEC”) on April 15, 2022 and
subsequently declared effective on April 26, 2022. The securities
are being offered only by means of a prospectus, including a
prospectus supplement, forming a part of the effective registration
statement. A final prospectus supplement and accompanying base
prospectus relating to, and describing the terms of, the offering
will be filed with the SEC and will be available on the SEC’s
website at www.sec.gov. Electronic copies of the final prospectus
supplement and the accompanying base prospectus relating to the
offering, when available, may also be obtained by contacting H.C.
Wainwright & Co., LLC, at 430 Park Ave., New York, New York
10022, by telephone at (212) 856-5711, or by email at
placements@hcwco.com.
The Company also has agreed to amend certain
existing warrants to purchase up to an aggregate of 9,024,212
shares of the Company's common stock that were previously issued in
December 2021 at an exercise price of $9.00 per share and an
expiration date of December 7, 2023, effective upon the closing of
the offering, such that the amended warrants will have a reduced
exercise price of $1.55 per share and will expire three and a half
years following the closing of the offering, at an additional
offering price of $0.125 per amended warrant.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the securities in this
offering, nor shall there be any sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other
jurisdiction.
Esperion Therapeutics
At Esperion, we discover, develop, and
commercialize innovative medicines to help improve outcomes for
patients with or at risk for cardiovascular and cardiometabolic
diseases. The status quo is not meeting the health needs of
millions of people with high cholesterol – that is why our team of
passionate industry leaders is breaking through the barriers that
prevent patients from reaching their goals. Providers are moving
toward reducing LDL-cholesterol levels as low as possible, as soon
as possible; we provide the next steps to help get patients there.
Because when it comes to high cholesterol, getting to goal is not
optional. It is our life’s work. For more information, visit
esperion.com and esperionscience.com and follow us on Twitter at
twitter.com/EsperionInc.
Forward-Looking Statements
This press release contains forward-looking
statements that are made pursuant to the safe harbor provisions of
the federal securities laws, including statements regarding the
completion of the registered direct offering, the satisfaction of
customary closing conditions related to the registered direct
offering and the intended use of proceeds therefrom, expected
operational expenses, expected revenue of our commercial products,
future operations, expected milestone payments from partners,
commercial products and expected growth, clinical development and
regulatory submissions, and other statements containing the words
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,”
“plan,” “predict,” “project,” “suggest,” “target,” “potential,”
“will,” “would,” “could,” “should,” “continue,” and similar
expressions. Any express or implied statements contained in this
press release that are not statements of historical fact may be
deemed to be forward-looking statements. Forward-looking statements
involve risks and uncertainties that could cause Esperion’s actual
results to differ significantly from those projected, including,
without limitation, market and other conditions, the impact of the
ongoing COVID-19 pandemic on our business, revenues, results of
operations and financial condition, the net sales, profitability,
and growth of Esperion’s commercial products, clinical activities
and results, supply chain, commercial development and launch plans,
and the risks detailed in Esperion’s filings with the Securities
and Exchange Commission. Any forward-looking statements contained
in this press release speak only as of the date hereof, and
Esperion disclaims any obligation or undertaking to update or
revise any forward-looking statements contained in this press
release, other than to the extent required by law.
Contact:Esperion Corporate
Communicationscorporateteam@esperion.com
Esperion Therapeutics (NASDAQ:ESPR)
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