Esperion Announces Pricing of $225 Million Public Offering
December 02 2021 - 11:40PM
Esperion (NASDAQ: ESPR) (“Esperion” or the “Company”), today
announced the pricing of its previously announced underwritten
public offering of 32,142,858 shares of its common stock and
short-term warrants to purchase up to an aggregate of 32,142,858
shares of common stock. Each share of common stock is being sold
together with one short-term warrant to purchase one share of
common stock at a combined public offering price of $7.00 per share
of common stock and accompanying warrant, less the underwriting
discounts and commissions. The short-term warrants have an exercise
price of $9.00 per share, are exercisable immediately, and will
expire two years following the date of issuance.
H.C. Wainwright & Co. is acting as sole
book-running manager for the offering.
In addition, Esperion has granted the
underwriter a 30-day option to purchase up to an additional
4,821,428 shares of common stock and/or warrants to purchase
up to an additional 4,821,428 shares of common stock at the
public offering price, less the underwriting discounts and
commissions.
All of the securities being sold in the offering
are being offered by Esperion. The offering is expected to close on
or about December 7, 2021, subject to satisfaction of
customary closing conditions.
The gross proceeds from the offering to
Esperion, before deducting underwriting discounts and commissions
and other offering expenses, excluding any proceeds that may be
received upon the exercise of the option to purchase additional
securities and any exercise of the warrants to purchase common
stock, are expected to be approximately $225.0 million.
Esperion intends to use the net proceeds from the offering to fund
the ongoing commercialization efforts for NEXLETOL and NEXLIZET,
research and clinical development of current or additional pipeline
candidates, and general corporate purposes.
Esperion may call all or any portion of the
short-term warrants for cancellation, subject to certain conditions
included in the warrants, at a price of $0.001 per warrant share at
any time after the date that is three months following the public
announcement by the Company of the top-line results from the CLEAR
Outcomes trial, provided that, among other things, the volume
weighted average price of the Company’s common stock exceeds $18.00
for 20 consecutive trading days.
The securities described above are being offered
by Esperion pursuant to a shelf registration statement on
Form S-3ASR (File No. 333-258397) that was previously filed
with the Securities and Exchange Commission (the “SEC”) on August
3, 2021 and which became effective upon filing. The securities may
be offered only by means of a prospectus, including a prospectus
supplement, forming a part of the effective registration statement.
A preliminary prospectus supplement and accompanying base
prospectus relating to the offering were filed with the SEC and are
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 will be filed with the SEC and,
when available, will be available on the SEC’s website at
www.sec.gov and 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.
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.
About Esperion Therapeutics
Esperion is The Lipid Management Company. Our
goal is lipid management for everybody, that’s why we work hard to
make our medicines easy to get, easy to take and easy to have. We
discover, develop and commercialize innovative medicines and
combinations to lower cholesterol, especially for patients whose
needs aren’t being met by the status quo. Our entrepreneurial team
of industry leaders is inclusive, passionate and resourceful. For
more information, please visit www.esperion.com and follow us on
Twitter at www.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, without limitation,
statements related to the completion of the public offering, the
satisfaction of customary closing conditions related to the public
offering and the intended use of proceeds from the public offering.
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 COVID-19 on
our business, 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. All
forward-looking statements included in this press release are
expressly qualified in their entirety by the foregoing cautionary
statements. 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:
Corporate CommunicationsBen Church/Kaitlyn
Broscobchurch@esperion.com/kbrosco@esperion.com
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