Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
March 22 2023 - 4:36PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258397
PROSPECTUS SUPPLEMENT
Dated March 22, 2023
(To Prospectus Dated August 3, 2021)
9,024,212 Shares of Common Stock Issuable upon
Exercise of Outstanding Warrants
Common Warrants to Purchase up to 9,024,212
Shares of Common Stock
This prospectus supplement (the “Sticker
Supplement”) modifies, supersedes and supplements certain information contained in, and should be read in conjunction with, our
Prospectus Supplement (the “Prospectus Supplement”) filed with the Securities and Exchange Commission (the “SEC”)
dated December 2, 2021, to our Prospectus filed with the SEC dated August 3, 2021 (the “Prospectus”), related to an underwritten
offering of 32,142,858 shares of our common stock and common warrants to purchase up to 32,142,858 shares of our common stock, par value
$0.001 per share (the “Common Stock”). This Sticker Supplement is not complete without, and may not be delivered or used except
in connection with, the Prospectus Supplement and the Prospectus.
Our common stock is quoted on the NASDAQ Global
Market under the symbol “ESPR.” On March 21, 2023, the last reported sale price of our common stock on the NASDAQ Global Market
was $1.52 per share.
The information contained in this Sticker Supplement
modifies and supersedes, in part, the information in the Prospectus Supplement and the Prospectus. Any information that is modified or
superseded in the Prospectus Supplement and the Prospectus shall not be deemed to constitute a part of the Prospectus Supplement or the
Prospectus, except as modified or superseded by this Sticker Supplement.
We may amend or supplement the Prospectus from
time to time by filing amendments or supplements as required. You should read the entire Prospectus, the Prospectus Supplement and any
amendments or supplements carefully before you make an investment decision.
Investing in our securities involves risks.
See “Risk Factors” beginning on page 2 of the Prospectus and “Risk Factors” beginning on page S-6 of the Prospectus
Supplement and in documents incorporated by reference into the Prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this Sticker Supplement, the Prospectus
Supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
FORWARD-LOOKING STATEMENTS
You should carefully consider the risk factors
set forth in the Prospectus and the Prospectus Supplement, as well as the other information contained in or incorporated by reference
into this Sticker Supplement, the Prospectus Supplement and the Prospectus. This Sticker Supplement, the Prospectus Supplement and the
Prospectus and documents incorporated therein by reference contain forward-looking statements regarding events, conditions, and financial
trends that may affect our plan of operation, business strategy, operating results, and financial position. You are cautioned that any
forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may differ
materially from those included within the forward-looking statements as a result of various factors. Cautionary statements in the “Risk
Factors” section of the Prospectus and the “Risk Factors” section of the Prospectus Supplement and in documents incorporated
by reference into the Prospectus identify important risks and uncertainties affecting our future, which could cause actual results to
differ materially from the forward-looking statements made or included in this Sticker Supplement, the Prospectus Supplement and the Prospectus.
AMENDMENTS TO INVESTOR WARRANTS
On March 22, 2023, in connection with a securities
purchase agreement entered into by us with institutional investors dated March 19, 2023, we filed a prospectus supplement (the “Registered
Direct Prospectus Supplement”) and the accompanying base prospectus with the SEC under our registration statement on Form S-3 (Registration
No. 333-264303) in accordance with Rule 424(b)(5) of the Securities Act of 1933, as amended. Pursuant to the securities purchase agreement
and the Registered Direct Prospectus Supplement, we offered and sold (i) an aggregate of 12,205,000 shares of Common Stock, (ii) pre-funded
warrants to purchase up to an aggregate of 20,965,747 shares of Common Stock, and (iii) accompanying warrants to purchase up to an aggregate
of 33,170,747 shares of Common Stock (the “Registered Direct Offering”).
This Sticker Supplement is being filed to disclose
the following:
In connection with the Registered Direct
Offering, we entered into Warrant Amendment Agreements with each investor in the Registered Direct Offering (each, a
“Participating Investor”) pursuant to which, in consideration for such Participating Investors’ purchase of
securities in the Registered Direct Offering (the “Purchase Commitment”) and payment of $0.125 per share for each share
of common stock issuable upon exercise of the warrants issued by us on December 7, 2021 (the “Existing Warrants”) held
by such Participating Investors to purchase up to an aggregate of 9,024,212 shares of Common Stock (the “Cash
Consideration”), we agreed to (i) reduce the exercise price of the Existing Warrants held by each Participating Investor to
$1.55 per share and (ii) extend the expiration date of the Existing Warrants held by each Participating Investor to three and one
half (3.5) years following the closing of the Registered Direct Offering, effective upon the closing of the Registered Direct
Offering and the payment of the Cash Consideration. We also agreed to pay the placement agent of the Registered Direct Offering a
cash fee of 7% of the gross consideration we received in connection with the Warrant Amendment Agreements. The Registered Direct
Offering closed on March 22, 2023 at which time each Participating Investor satisfied the Cash Consideration to us. No other changes
to the Existing Warrants were made.
The date of this Sticker Supplement to Prospectus
Supplement is March 22, 2023.
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