FALSE000143486800014348682025-07-012025-07-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 1, 2025
Esperion Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-35986 |
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26-1870780 |
(State or other jurisdiction of
incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
3891 Ranchero Drive, Suite 150
Ann Arbor, MI
(Address of principal executive offices)
Registrant’s telephone number, including area code: (734) 887-3903
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:
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| Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
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ESPR |
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NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
On July 1, 2025, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Esperion Therapeutics, Inc. (the “Company”) elected Craig Thompson to the Board, effective July 1, 2025. Mr. Thompson will serve as a Class II director with a term expiring at the Company’s annual meeting of stockholders to be held in 2027, at which time he will stand for election by the Company’s stockholders, or until his earlier death, resignation or removal. The Board determined that Mr. Thompson is an independent director as that term is defined by the Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market, LLC. Mr. Hoffman will serve as a member of the Compliance Committee, the Nominating and Corporate Governance Committee and the Commercial Committee, until his successor is duly elected and qualified, or until his earlier death, resignation or removal, or until otherwise determined by the Board.
Since April 2022, Mr. Thompson has been the Chief Executive Officer and a member of the board of directors at Cerevance, LLC, a clinical stage biotechnology company focused on neurodegenerative, psychiatric, and central nervous system-controlled metabolic disorders. Mr. Thompson is also currently a member of the board of directors of NervGen Pharma Corp, a clinical stage biotechnology company focused on developing therapies for neurotrauma and neurologic diseases. From June 2018 to April 2022, Mr. Thompson was previously President & Chief Executive Officer and a member of the board of directors of Neurana Pharmaceuticals, Inc., a biotechnology company focused on the treatment of neuromuscular conditions. Prior to Neurana, Mr. Thompson was President & Chief Executive Officer and a member of the board of directors of Anthera Pharmaceuticals, Inc., a then publicly traded clinical-stage biopharmaceutical company that focused on developing and commercializing products to treat serious diseases associated with inflammation, including cardiovascular and autoimmune diseases. His previous biotech experience includes serving as Chief Operating Officer for Tetraphase Pharmaceuticals Inc., where he oversaw the development and implementation of the commercial strategy as well as the business development and commercial manufacturing, and as Chief Commercial Officer for Trius Therapeutics, Inc., where he was involved in the acquisition of Trius Therapeutics by Cubist Pharmaceuticals, Inc. for over $700 million, as well as a partnership with Bayer Pharma AG.
Prior to Trius Therapeutics, Mr. Thompson served in a range of U.S. and global leadership roles of increasing responsibility at Pfizer Inc., including Therapeutic Group Leader of Allergy, Respiratory, Pulmonary Vascular Disease and Inflammation; and he ultimately served as Vice President of Marketing for Pfizer’s Specialty Care Business Unit. While at Pfizer, he led the global commercial development of the torcetrapib/atorvastatin program. Earlier in his career, Mr. Thompson held positions of increasing responsibility in global marketing at Merck & Co., where he was responsible for product management of Zocor, including leading the rollout of the landmark Heart Protection Study. He also was instrumental in the pre-launch planning for Vytorin and Zetia as part of the European partnership between Merck and Schering-Plough. Mr. Thompson holds a Bachelor’s of Commerce degree from McMaster University and an MBA from the University of Notre Dame.
As a non-employee director, Mr. Thompson will receive cash and equity compensation for his Board service pursuant to its non-employee director compensation program. There are no arrangements or understandings between Mr. Thompson and any other person pursuant to which Mr. Thompson was selected as a director, and there are no transactions between Mr. Thompson and the Company that would require disclosure under Item 404(a) of Regulation S-K. In addition, the Company has entered into an indemnification agreement with Mr. Thompson in connection with his appointment to the Board which is in substantially the same form as that entered into with the existing directors of the Company.
Item 7.01 Regulation FD Disclosure.
On July 1, 2025, the Company issued a press release announcing Mr. Thompson’s appointment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit No. |
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Description |
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| 104 |
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
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| Date: July 1, 2025 |
Esperion Therapeutics, Inc. |
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By: |
/s/ Sheldon L. Koenig |
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Sheldon L. Koenig |
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President and Chief Executive Officer |
EX-99.1
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a991thompsonpr.htm
EX-99.1
Document
Esperion Appoints Craig Thompson to Board of Directors
– Brings More Than Twenty Years of Biopharmaceutical Leadership Experience –
ANN ARBOR, Mich., July 1, 2025 (GLOBE NEWSWIRE) – Esperion (NASDAQ: ESPR) today announced it has appointed Craig Thompson, Chief Executive Officer of Cerevance, to its Board of Directors. Mr. Thompson will serve as an independent director. With Mr. Thompson’s appointment, Esperion’s Board of Directors now comprises eight members.
“We are thrilled to welcome Craig to our Board of Directors. With more than two decades of biopharmaceutical industry leadership and a proven track record advancing innovative therapies, Craig brings a wealth of strategic insight and operational expertise that will be invaluable as we continue to expand our impact in cardiovascular and cardiometabolic drug development. His deep understanding of pharmaceutical commercialization and clinical development aligns perfectly with our mission to deliver life-saving solutions to patients worldwide. We look forward to his contributions as we enter our next phase of growth and innovation,” stated Sheldon Koenig, President and CEO of Esperion.
"I am honored to join the Board of Esperion, a company at the forefront of transforming cardiovascular disease prevention. With cardiovascular conditions remaining the leading cause of death globally, the need for innovative, proactive solutions has never been greater. I look forward to working alongside this exceptional team to help guide strategic decisions and accelerate the development of impactful, science-driven approaches that can improve and extend lives," said Mr. Thompson.
Mr. Thompson has been the Chief Executive Officer and a member of the board of directors at Cerevance, a clinical stage biotechnology company focused on neurodegenerative, psychiatric, and CNS-controlled metabolic disorders, since April 2022. Mr. Thompson is also currently a member of the board of directors of NervGen Pharma Corp, a clinical stage biotechnology company focused on developing therapies for neurotrauma and neurologic diseases. Mr. Thompson was previously President & Chief Executive Officer and a member of the board of directors of Neurana Pharmaceuticals from June 2018 to April 2022. Prior to Neurana, Mr. Thompson was President & CEO of Anthera Pharmaceuticals Inc. Prior to Neurana, Mr. Thompson’s biotechnology leadership experience included serving as Chief Operating Officer for Tetraphase Pharmaceuticals Inc. and as Chief Commercial Officer for Trius Therapeutics, Inc. where he was involved in the $700+ million acquisition of Trius Therapeutics by Cubist Pharmaceuticals, Inc., and led a partnership with Bayer Pharma AG.
Before that, Mr. Thompson served in various global and U.S. leadership roles at Pfizer Inc., including Therapeutic Group Leader of Allergy, Respiratory, Pulmonary Vascular Disease and Inflammation; and he ultimately served as Vice President of Marketing for Pfizer’s Specialty Care Business Unit.
Previous to Pfizer, Mr. Thompson served in positions of increasing responsibility in global marketing at Merck & Co., where he was in product management for Zocor®, including leading the rollout of the landmark Heart Protection Study. He also was instrumental in the pre-launch planning for Vytorin® and Zetia® as part of the European partnership between Merck and Schering-Plough.
Mr. Thompson holds a Bachelor of Commerce degree from McMaster University and an MBA from the University of Notre Dame.
About Esperion Therapeutics
Esperion Therapeutics, Inc. is a commercial stage biopharmaceutical company focused on bringing new medicines to market that address unmet needs of patients and healthcare professionals. The Company developed and is commercializing the only U.S. Food and Drug Administration (FDA) approved oral, once-daily, non-statin medicines for patients who are at risk for cardiovascular disease and are struggling with elevated low density lipoprotein cholesterol (LDL-C). These medications are supported by the nearly 14,000 patient CLEAR Cardiovascular Outcomes Trial. Esperion continues to build on its success with its next generation program which is focused on developing ATP citrate lyase inhibitors (ACLYi). New insights into the structure and function of ACLYi fully enables rational drug design and the opportunity to develop highly potent and specific inhibitors with allosteric mechanisms.
Esperion continues to evolve into a leading global biopharmaceutical company through commercial execution, international partnerships and collaborations and advancement of its pre-clinical pipeline. For more information, visit esperion.com and follow Esperion on LinkedIn and X.
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 statements regarding marketing strategy and commercialization plans, current and planned operational expenses, future operations, commercial products, clinical development, including the timing, designs and plans for the CLEAR Outcomes study and its results, plans for potential future product candidates, financial condition and outlook, including expected cash runway, and other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “suggest,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions. 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, the net sales, profitability, and growth of Esperion’s commercial products, clinical activities and results, supply chain, commercial development and launch plans, the outcomes and anticipated benefits of legal proceedings and settlements, and the risks detailed in Esperion’s filings with the Securities and Exchange Commission. 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.
Esperion Contact Information:
Investors:
Alina Venezia
investorrelations@esperion.com
(734) 887-3903
Media:
Tiffany Aldrich
corporateteam@esperion.com
(616) 443-8438
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