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As filed with the Securities and Exchange Commission on August 12, 2024

Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ESPERION THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
26-1870780
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
Esperion Therapeutics, Inc.
3891 Ranchero Drive, Suite 150
Ann Arbor, MI 48108
(Address of Principal Executive Offices)
Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan, as amended
Esperion Therapeutics, Inc. 2020 Employee Stock Purchase Plan, as amended
(Full Title of the Plans)
Sheldon L. Koenig
President and Chief Executive Officer
Esperion Therapeutics, Inc.
3891 Ranchero Drive, Suite 150
Ann Arbor, MI 48108
(Name and Address of Agent For Service)
(734) 887-3903
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Mitchell S. Bloom, Esq.
Adam V. Johnson, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
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 growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☐
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 financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) registers additional shares of Common Stock, par value $0.001 per share (“Common Stock”), of Esperion Therapeutics, Inc. (the “Registrant”) under the Registrant’s 2022 Stock Option and Incentive Plan, as amended (the “Option Plan”). On May 23, 2024, the stockholders of the Registrant approved an amendment to the Option Plan, pursuant to which the number of shares of Common Stock reserved and available for issuance under the Option Plan increased by 6,250,000 shares. This Registration Statement registers these additional 6,250,000 shares of Common Stock. The additional shares are of the same class as other securities relating to the Option Plan for which the Registrant’s registration statements on Form S-8 (Registration No. 333-265247 and Registration No. 333-273555) filed with the Securities and Exchange Commission (the “SEC”) on May 26, 2022 and August 1, 2023, respectively, are effective. This Registration Statement also registers additional shares of Common Stock under the Registrant’s 2020 Employee Stock Purchase Plan, as amended (the “ESPP”). On May 23, 2024, the stockholders of the Registrant approved an amendment to the ESPP, pursuant to which number of shares of Common Stock reserved for future issuance under the ESPP increased by 6,175,000 shares. This Registration Statement registers these additional 6,175,000 shares of Common Stock. The additional shares are of the same class as other securities relating to the ESPP for which the Registrant’s registration statement on Form S-8 (Registration No. 333-243757) filed with the SEC on August 10, 2020, is effective. The information contained in the Registrant’s registration statements on Form S-8 (Registration No. 333-265247, Registration No. 333-273555 and Registration No. 333-243757) is hereby incorporated by reference pursuant to General Instruction E, except for “Item 8. Exhibits.”


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8.
Exhibits.
See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement, which Exhibit Index is incorporated herein by reference.


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EXHIBIT INDEX

Exhibit No.
Description
* Filed herewith.


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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ann Arbor, State of Michigan, on the 12th day of August, 2024.
ESPERION THERAPEUTICS, INC.
By:
/s/ Sheldon L. Koenig
Sheldon L. Koenig
President, Chief Executive Officer and Director
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Esperion Therapeutics, Inc., hereby severally constitute and appoint Sheldon L. Koenig, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated below.
SignatureTitleDate
/s/ Sheldon L. KoenigPresident, Chief Executive Officer and Director (Principal Executive Officer)
Sheldon L. KoenigAugust 12, 2024
/s/ Benjamin HalladayChief Financial Officer (Principal Financial Officer, and Principal Accounting Officer)
Benjamin HalladayAugust 12, 2024
/s/ J. Martin CarrollDirectorAugust 12, 2024
J. Martin Carroll
/s/ Seth H.Z. FischerDirectorAugust 12, 2024
Seth H.Z. Fischer
/s/ Alan FuhrmanDirectorAugust 12, 2024
Alan Fuhrman
/s/ Antonio M. Gotto, M.D., D.Phil.DirectorAugust 12, 2024
Antonio M. Gotto, M.D., D.Phil.
/s/ Stephen RocamboliDirectorAugust 12, 2024
Stephen Rocamboli
/s/ Jay ShepardDirectorAugust 12, 2024
Jay Shepard
/s/ Nicole VitulloDirectorAugust 12, 2024
Nicole Vitullo
/s/ Tracy M. WoodyDirectorAugust 12, 2024
Tracy M. Woody

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Document
Exhibit 107
Calculation of Filing Fee Tables

Form S-8
(Form Type)

Esperion Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation RuleAmount Registered (1)Proposed Maximum Offering Price Per ShareMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityCommon stock, par value $0.001 per shareRule 457 (c) and Rule 457(h)6,250,000 (2)$1.98 (4)$12,375,000$0.0001476$1,826.55
EquityCommon stock, par value $0.001 per shareRule 457 (c) and Rule 457(h)6,175,000 (3)$1.683 (5)$10,392,525$0.0001476$1,533.94
Total Offering Amounts$22,767,525$3,360.49
Total Fee Offsets$—
Net Fee Due$3,360.49
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of common stock, par value $0.001 per share (“Common Stock”), of Esperion Therapeutics, Inc. (the “Registrant”), which become issuable under the Registrant’s 2022 Stock Option and Incentive Plan, as amended (the “Option Plan”), and 2020 Employee Stock Purchase Plan, as amended (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.
(2)
Represents an increase of 6,250,000 shares of Common Stock to the number of shares available for issuance under the Option Plan. Shares available for issuance under the Option Plan were previously registered on the Registrant’s registration statements on Form S-8 (Registration No. 333-265247 and Registration No. 333-273555) filed with the Securities and Exchange Commission (the “Commission”) on May 26, 2022 and August 1, 2023, respectively, respectively.
(3)
Represents an increase of 6,175,000 shares of Common Stock to the number of shares available for issuance under the ESPP. Shares available for issuance under the ESPP were previously registered on the Registrant’s registration statement on Form S-8 (Registration No. 333-243757) filed with the Commission on August 10, 2020.
(4)
The price of $1.98 per share, which is the average of the high and low sale prices of Common Stock as quoted on the Nasdaq Global Market on August 7, 2024, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and has been used as these shares are without a fixed price.
(5)The price of $1.683 per share, which is 85% of the average of the high and low sale prices of Common Stock as quoted on the Nasdaq Global Market on August 7, 2024, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and has been used as these shares are without a fixed price. Pursuant to the ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be 85% of the fair market value per share of common stock on the first trading day of the applicable offering period or on the exercise date of the applicable offering period, whichever is less.


Document


Exhibit 5.1
August 12, 2024

Esperion Therapeutics, Inc.
3891 Ranchero Drive, Suite 150
Ann Arbor, MI 48108

Re: Securities Being Registered under Registration Statement on Form S-8

We have acted as your counsel in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 12,425,000 shares (the “Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2022 Stock Option and Incentive Plan, as amended, and 2020 Employee Stock Purchase Plan, as amended (collectively, the “Plans”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

For purposes of the opinion set forth below, we have assumed that, at the time the Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company’s certificate of incorporation.

The opinion set forth below is limited to the Delaware General Corporation Law.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ GOODWIN PROCTER LLP
GOODWIN PROCTER LLP



Document

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan, as amended, and the Esperion Therapeutics, Inc. 2020 Employee Stock Purchase Plan, as amended, of our report dated February 27, 2024, with respect to the financial statements of Esperion Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Detroit, Michigan
August 12, 2024