Item 1.01 Entry into a Material Definitive Agreement.
On December 2, 2021, Esperion Therapeutics, Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”).
Pursuant to the Underwriting Agreement, the Company agreed to sell, in a firm commitment offering, 32,142,858 shares of the Company’s
common stock, $0.001 par value per share, and accompanying warrants to purchase up to an aggregate of 32,142,858 shares of its common
stock, as well as up to 4,821,428 additional shares of common stock and/or accompanying warrants to purchase an aggregate of up to 4,821,428
shares of its common stock that may be purchased by Wainwright pursuant to a 30-day option granted to Wainwright by the Company (the “Offering”).
Each share of common stock is being sold together with a common warrant to purchase one share of common stock, at an exercise price
of $9.00 per share. Such common warrants are immediately exercisable and will expire two years from the date of issuance. There is not
expected to be any trading market for the common warrants issued in the Offering. The combined public offering price of each share of
common stock and accompanying common warrant sold in the Offering was $7.00, and the combined price of each share of common stock and
accompanying common warrant purchased by Wainwright from the Company was $6.51. On December 3, 2021, Wainwright exercised its option to purchase additional warrants to purchase 4,821,428 shares of Common Stock.
The Offering, including the additional warrants sold pursuant to
the exercise of Wainwright's option to purchase additional warrants, closed on December 7, 2021, subject to satisfaction of customary
closing conditions.
The net proceeds from the Offering, after deducting underwriting discounts
and commissions and other estimated offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise
of the common warrants, are approximately $208.8 million (or $240.2 million if Wainwright exercises its option to purchase additional
shares of common stock in full). The Company 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.
Wainwright acted as the sole book-running manager for the Offering.
The Company paid Wainwright an underwriting discount equal to 7.0% of the gross proceeds of the Offering, and reimbursed Wainwright for a non-accountable expense allowance of $50,000, up to $100,000 in legal fees and $15,950 for the clearing
expenses. In addition, upon any exercise for cash of any warrants sold in the Offering, the Company will pay Wainwright a commission equal to 7.0%
of the gross exercise price the Company receives from such exercise.
All securities offered and sold in the Offering (including the
shares of common stock issuable from time to time upon exercise of the common warrants) were offered pursuant to the Company’s
effective Registration Statement on Form S-3ASR (Registration No. 333-258397), including a prospectus contained therein dated August
3, 2021, as supplemented by a prospectus supplement, dated December 2, 2021, relating to the Offering.
The Underwriting Agreement contains customary representations, warranties,
and covenants of the Company and also provides for customary indemnification by each of the Company and Wainwright against certain liabilities
and customary contribution provisions in respect of those liabilities.
The Underwriting Agreement is filed as Exhibit 1.1 hereto, and the
description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. The form of the common
warrant is filed as Exhibit 4.1 hereto, and the description of the terms of the common warrants is qualified in its entirety by reference
to such exhibit.
A copy of the opinion of Goodwin Procter LLP relating to the legality
of the issuance and sale of the securities sold in the Offering is attached as Exhibit 5.1 hereto.