Esperion Therapeutics,Inc. (NASDAQ:ESPR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On August9, 2017, Esperion Therapeutics,Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, Cowen and Company, LLC, and UBS Securities LLC, as representatives of the several underwriters party thereto (collectively, the “Underwriters”), related to a public offering (the “Offering”) of 3,100,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a public offering price of $49.00 per share (the “Offering Price”). to the terms of the Underwriting Agreement, the Underwriters were also granted a 30-day option to purchase up to an additional 465,000 shares of Common Stock. The net proceeds to the Company, after deducting the underwriting discount and estimated expenses associated with the Offering, are expected to be approximately $142.5 million. The closing of the Offering is expected to occur on or about August15, 2017, subject to the satisfaction of customary closing conditions.
The Common Stock is being offered and sold to a prospectus dated January19, 2016 and a prospectus supplement dated August9, 2017in connection with a takedown from the Company’s shelf registration statement on FormS-3 (Registration No.333-208701) (the “Registration Statement”), which the U.S. Securities and Exchange Commission declared effective on January19, 2016.
The Underwriting Agreement contains customary representations, warranties, covenants, conditions to closing, indemnification and other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Underwriting Agreement, which is included as Exhibit1.1 to this Current Report on Form8-K and incorporated by reference herein.
The Underwriting Agreement has been filed with this Current Report on Form8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
A copy of the legal opinion of Goodwin Procter LLP, relating to the validity of the shares issued in the Offering, is filed as Exhibit5.1 to this Current Report on Form8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
