Form 8-K

8-K — Esperion Therapeutics, Inc.

Accession: 0001104659-26-081588

Filed: 2026-07-08

Period: 2026-07-08

CIK: 0001434868

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Submission of Matters to a Vote of Security Holders

Documents

8-K — tm2620034d1_8k.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2620034d1_8k.htm · Sequence: 1

false

0001434868

2026-07-08

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 8, 2026

Esperion

Therapeutics, Inc.

(Exact name of Registrant as Specified in Its

Charter)

Delaware

001-35986

26-1870780

(State

or Other Jurisdiction of

Incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

3891

Ranchero Drive, Suite 150

Ann

Arbor, Michigan

48108

(Address of Principal Executive Offices)

(Zip Code)

(734) 887-3903

(Registrant’s Telephone Number, Including

Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to

Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange

Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant

to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.001 per share

ESPR

The

NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ¨

Item 5.07. Submission of Matters to a Vote of Security Holders.

At a special meeting of stockholders of Esperion

Therapeutics, Inc. (the “Company”) held on July 8, 2026 (the “Special Meeting”), the

Company’s stockholders voted to adopt the Agreement and Plan of Merger, dated as of May 1, 2026 (as it may be amended

from time to time, the “Merger Agreement”), by and among the Company, Essence Parent Inc., a Delaware corporation

(“Parent”), and Essence MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent

(“MergerCo”) and to approve the transactions contemplated by the Merger Agreement, including the merger, but excluding

the debt-financing and any Parent co-investment. Pursuant to the Merger Agreement, and subject to the conditions set forth therein,

MergerCo will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned

subsidiary of Parent (the “Merger Agreement Proposal”).

As of the close of business on May 28, 2026, the record date

for the Special Meeting, there were 257,693,347 issued and outstanding shares of the Company’s common stock, par value $0.001

per share (“Company Stock”), entitled to vote at the Special Meeting. At the Special Meeting, the holders of a total of

158,573,615 shares of Company Stock, representing 61.53% of the issued and outstanding shares of Company Stock entitled to vote at

the Special Meeting, were represented virtually or by proxy, constituting a quorum.

At the Special Meeting, the Company’s stockholders also considered

a proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the Company’s named

executive officers in connection with the consummation of the merger (the “Advisory Compensation Proposal”).

The proposal to approve the adjournment of the Special Meeting to a

later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to

at the time of the Special Meeting, was not voted on at the Special Meeting because there were sufficient votes to then approve the Merger

Agreement Proposal.

The results with respect to each proposal voted on at the Special Meeting

are set forth below.

The Merger Agreement Proposal

The following votes were cast at the Special Meeting (virtually or

by proxy), and based on the results from the Inspector of Election, the Merger Agreement Proposal was approved by the requisite vote of

the Company’s stockholders:

Votes For

Votes

Against

Abstentions

Broker

Non-Votes

135,326,793

22,750,628

496,194

The Advisory Compensation Proposal

The following votes were cast at the Special Meeting (virtually or

by proxy), and based on the results from the Inspector of Election, the Advisory Compensation Proposal was approved by the requisite vote

of the Company's stockholders:

Votes For

Votes

Against

Abstentions

Broker

Non-Votes

129,937,383

22,283,787

6,352,445

Forward-Looking Statements

Any statements in this Current Report on Form 8-K regarding the

Company’s future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts,

constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements

are subject to risks and uncertainties and actual results may differ materially from those expressed or implied by such forward-looking

statements. Such statements include, but are not limited to, statements regarding Parent’s proposed acquisition of the Company,

the ability of Parent and the Company to complete the transactions contemplated by the Merger Agreement, including the parties’

ability to satisfy the conditions set forth in the Merger Agreement, statements about the expected timetable for completing the merger,

the potential effects of the pending acquisition on the Company, and the potential to achieve the milestones related to the contingent

payments under the CVR, and other statements containing the words “anticipates,” “believes,” “continue,”

“expects,” “intends,” “estimates,” “plans,” “may,” “will,” “could,”

“would,” “project,” “potential” and similar expressions. You should not place undue reliance on forward-looking

statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and,

in some cases, beyond the Company’s control. These forward-looking statements are based upon the Company’s current expectations

and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ

materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. Such risks and uncertainties

include, without limitation, (i) the occurrence of any event, change or other circumstance that could give rise to the termination

of the Merger Agreement; (ii) the satisfaction (or waiver) of closing conditions to the consummation of the proposed transaction;

(iii) the effects of disruption on the Company from the proposed transaction and the impact of the announcement and pendency of the

proposed transaction on the Company’s business, results of operations and financial condition; (iv) the effects of the proposed

transaction on the Company’s relationships with customers, employees, other business partners or governmental or regulatory entities;

(v) the risks related to non-achievement of any net sales milestone and that holders of the CVRs will not receive any payments in

respect of the CVRs; (vi) the response of competitors to the proposed transaction; (vii) risks associated with the disruption

of management’s attention from ongoing business operations due to the proposed transaction; (viii) the ability of the parties

to consummate the proposed transaction in a timely manner or at all; (ix) significant costs associated with the proposed transaction;

(x) potential litigation relating to the proposed transaction; (xi) restrictions during the pendency of the proposed transaction

that may impact the Company’s ability to pursue certain business opportunities; (xii) risks related to the net sales, profitability,

commercial development and launch plans, and growth of the Company’s commercial products; (xiii) risks and uncertainties related

to regulatory applications, review and approval processes, and the Company’s compliance with applicable legal and regulatory requirements;

(xiv) general industry conditions, competition, and the outcomes and anticipated benefits of legal proceedings and settlements; and

(xv) general economic factors. These and other risks are described in additional detail in the Company’s Annual Report on Form 10-K

for the year ended December 31, 2025 and the Company’s other filings with the SEC, available on the SEC’s website at

www.sec.gov. All forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the

Company specifically disclaims any obligation to update any forward-looking statement, whether because of new information, future events

or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Esperion Therapeutics, Inc.

Date: July 8, 2026

By:

/s/ Sheldon L. Koenig

Sheldon L. Koenig

President and Chief Executive Officer

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 6

v3.26.1

Cover

Jul. 08, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jul. 08, 2026

Entity File Number

001-35986

Entity Registrant Name

Esperion

Therapeutics, Inc.

Entity Central Index Key

0001434868

Entity Tax Identification Number

26-1870780

Entity Incorporation, State or Country Code

Entity Address, Address Line One

3891

Ranchero Drive

Entity Address, Address Line Two

Suite 150

Entity Address, City or Town

Ann

Arbor

Entity Address, State or Province

Entity Address, Postal Zip Code

48108

City Area Code

734

Local Phone Number

887-3903

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, par value $0.001 per share

Trading Symbol

ESPR

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration