FALSE000143486800014348682026-04-022026-04-02
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): April 2, 2026
Esperion Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35986 | | 26-1870780 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (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 | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | ESPR | | 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 1.01 Entry into a Material Definitive Agreement.
(a) The Term Loan Facility
On April 2, 2026 (the “Closing Date”), Esperion Therapeutics, Inc. (the “Company”) entered into the First Amendment to Credit Agreement (the “Amendment”), by and among the Company, as the borrower, the lenders party thereto and GLAS USA LLC and GLAS Americas LLC, collectively, as the administrative agent for the lenders (the “Administrative Agent”). The First Amendment amends that certain Credit Agreement, dated as of December 13, 2024 (the “Existing Credit Agreement” and as amended by the Amendment, the “Credit Agreement”), by and among the Company, the Administrative Agent and the lenders party thereto.
The Amendment, among other things, provides for the incurrence of additional term loans in an aggregate principal amount of $25,000,000 (the “First Amendment Term Loans”), to be used, among other things, to finance a portion of the acquisition of Corstasis (as defined below). Amounts available under the First Amendment Term Loans were borrowed in full on the Closing Date. The First Amendment Term Loans bear the same terms as the outstanding term loans under the Existing Credit Agreement.
The Amendment also resets the call protection provisions under the Existing Credit Agreement, such that, if any outstanding term loans under the Credit Agreement (including the First Amendment Term Loans) are repaid or prepaid, or required to be repaid or prepaid, in each case other than as a result of regularly scheduled amortization payments, (a) on or prior to the second anniversary of the Closing Date, such repayment or prepayment shall be accompanied by a make-whole premium (equal to all interest that would have accrued on the prepaid or repaid principal through the second anniversary of the Closing Date) plus 3%, (b) after the second anniversary of the Closing Date and on or prior to the third anniversary of the Closing Date, such repayment or prepayment shall be accompanied by a prepayment premium of 3%, and (c) after the third anniversary of the Closing Date and on or prior to the fourth anniversary of the Closing Date, such repayment or prepayment shall be accompanied by a prepayment premium of 1%. No prepayment premium is required after the fourth anniversary of the Closing Date.
The foregoing description of the Amendment and the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment and the Credit Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and are incorporated herein by reference.
(b) The Royalty Agreement
On the Closing Date, the Company entered into a Royalty Purchase Agreement (the “Purchase Agreement”) with Athyrium Opportunities IV Acquisition LP, a limited partnership formed under the laws of the State of Delaware (the “Purchaser”). Pursuant to the Purchase Agreement, the Company sold to the Purchaser, and the Purchaser purchased for $50,000,000, a portion of the royalties payable to the Company on net sales of Bempedoic Acid (as defined in the License and Collaboration Agreement) and any other Licensed Products (as defined in the License and Collaboration Agreement) in the Otsuka Territory (as defined in the License and Collaboration Agreement), and of the regulatory and commercial milestones payable, in each case, pursuant to the License and Collaboration Agreement dated as of April 17, 2020, between Otsuka Pharmaceutical Co., Ltd., a corporation organized and existing under the laws of Japan, and the Company, as amended (the “License and Collaboration Agreement” and such payments, the “Receivables”).
The Purchaser acquired 100% of the Receivables until such time as the Purchaser receives an aggregate amount equal to $100,000,000. Following receipt of such amount, 100% of all Receivables will revert to the Company. The Purchase Agreement contains other customary terms and conditions, including representations and warranties, covenants and indemnification obligations in favor of each party.
The foregoing description of the Royalty Purchase Agreement and License and Collaboration Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Royalty Purchase Agreement and License and Collaboration Agreement, copies of which are filed as Exhibits 10.3 and Exhibit 10.4 hereto, respectively, and are incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets
On March 2, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Corstasis Therapeutics Inc., a Delaware corporation (“Corstasis”), Cirrus Transaction Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and certain other parties described therein. Pursuant to the Merger Agreement, on April 2, 2026, the Company completed the merger of Corstasis with and into Merger Sub, with Corstasis surviving the merger as a wholly owned subsidiary of the Company (the “Merger”).
The aggregate up-front consideration for the transactions contemplated by the Merger Agreement (the “Transactions”) was $75,000,000 in cash, subject to customary adjustments and a post-closing purchase price adjustment. In addition, the equityholders of Corstasis are entitled to receive: (i) milestone payments up to an aggregate amount equal to $180,000,000 if certain regulatory approval or commercial sales milestones are achieved and (ii) royalty and licensing-revenue-derived payments in connection with the Company’s (or its sublicensees’) future sales of certain products.
The foregoing description of the Merger Agreement and the Transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 2, 2026, the Company issued a press release announcing the closing of the Merger, and its entry into the Amendment and the Royalty Purchase Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report under Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Any required historical financial information with respect to Corstasis will be filed by amendment to this Item 9.01(a) within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
Any required unaudited pro forma condensed financial information with respect to the combined company will be filed by amendment to this Item 9.01(b) within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
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| Exhibit No. | | Description |
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2.1 | | Agreement and Plan of Merger, dated March 2, 2026, by and among Cirrus Transaction Subsidiary, Inc., the Registrant, Corstasis Therapeutics Inc., Shareholder Representative Services LLC, and Benjamin Esque (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, File No. 001-35986, filed on March 3, 2026). |
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10.1 | | First Amendment No. 1 to Credit Agreement, dated as of April 2, 2026, by and among the Registrant, as the borrower, the lenders party thereto and GLAS USA LLC and GLAS Americas LLC collectively as the administrative agent.+ |
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10.2 | | Credit Agreement, dated as of December 13, 2024, by and among the Registrant, GLAS USA LLC, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-35986, filed on December 13, 2024). |
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10.3 | | Royalty Purchase Agreement, dated as of April 2, 2026, by and among the Registrant and Athyrium Opportunities IV Acquisition LP.+ |
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10.4 | | License and Collaboration Agreement, dated as of April 17, 2020, by and between the Registrant and Otsuka Pharmaceutical Co., Ltd. (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q, File No. 001-35986, filed on August 10, 2020). |
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10.5 | | First Amendment to License and Collaboration Agreement, dated as of November 5, 2025, by and between the Registrant and Otsuka Pharmaceutical Co., Ltd. (incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K, File No. 001-35986, filed on March 10, 2026). |
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99.1 | | Press Release, dated April 2, 2026. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
+ The schedules and similar attachments to this exhibit have been omitted pursuant to Items 601(a)(5) and 601(b)(ii) of Regulation S-K. The Registrant agrees to furnish copies of any such schedules or similar attachments to the Commission upon request. In addition, certain provisions of this exhibit have been redacted because the Registrant customarily treats the redacted information as private or confidential and the omitted information is not material. The Registrant agrees to promptly provide to the Commission on a supplemental basis an unredacted copy of the exhibit.
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: April 2, 2026 | Esperion Therapeutics, Inc. |
| |
| By: | /s/ Sheldon L. Koenig |
| | Sheldon L. Koenig |
| | President and Chief Executive Officer |
Esperion Therapeutics Closes Acquisition of Corstasis Therapeutics, Expanding Its Cardiovascular Franchise with Enbumyst™ (bumetanide nasal spray)
– Enbumyst, First and Only FDA-Approved Nasal Spray Loop Diuretic Now Integrated into Esperion’s Cardiovascular Franchise, Anticipated to Drive Portfolio Expansion, Commercial Leverage, and Continued Revenue Growth –
ANN ARBOR, Mich., April 2, 2026 (GLOBE NEWSWIRE) – Esperion (NASDAQ: ESPR) (the Company) today announced the closing of its acquisition of Corstasis Therapeutics Inc., a privately-held, commercial-stage biopharmaceutical company advancing innovative outpatient therapies for the treatment of edema associated with cardiovascular and hepatic and renal disease.
“The closing of this acquisition marks an important milestone in advancing our Vision 2040 and strengthens our commitment to delivering differentiated therapies that address the growing global burden of cardiometabolic disease,” said Sheldon Koenig, President and Chief Executive Officer of Esperion. “Enbumyst is a novel, patient-friendly option that we believe can meaningfully improve fluid management for congestive heart failure patients. We have ambitious long-term commercial plans for this product and expect it to support our revenue growth while further solidifying Esperion’s leadership in cardiometabolic risk management.”
Through this acquisition, Esperion has acquired Corstasis, the developer and commercial sponsor of Enbumyst, the first and only FDA-approved nasal spray loop diuretic. Enbumyst received U.S. Food and Drug Administration (FDA) approval in September 2025 for the treatment of edema associated with congestive heart failure, as well as hepatic and renal disease in adults.
With Enbumyst, Esperion expands its cardiovascular portfolio into an acute-adjacent, outpatient setting where convenience and patient adherence are critical. The Company intends to leverage its established cardiovascular commercial infrastructure, including payer engagement, prescriber education, and field execution capabilities, to drive adoption and maximize patient access to Enbumyst.
Strategic Rationale
•Category-first innovation: Enbumyst is the first and only FDA-approved nasal spray loop diuretic, offering a convenient administration route for appropriate adult patients with edema associated with CHF and hepatic or renal disease.
•Commercial synergy: Esperion’s existing cardiovascular footprint, relationships, and infrastructure are expected to accelerate awareness, access, and uptake.
•Portfolio diversification: Adds an adjacent, complementary therapy to Esperion’s cardiometabolic franchise, supporting sustained revenue growth expectations.
•Patient-centric focus: Aims to provide effective, convenient fluid management options for patients and clinicians in outpatient care.
Jefferies LLC served as the exclusive financial advisor to Esperion and PJT Partners served as the exclusive financial advisor to Corstasis Therapeutics. Gibson, Dunn & Crutcher LLP served as legal advisor to Esperion and Arnold & Porter Kaye Scholer LLP served as legal advisor to Corstasis.
About ENBUMYST™ (bumetanide nasal spray)
ENBUMYST (bumetanide nasal spray) is a loop diuretic indicated for the treatment of edema associated with congestive heart failure, and hepatic and renal disease, including nephrotic syndrome in adults.
INDICATION AND IMPORTANT SAFETY INFORMATION FOR ENBUMYST™ (BUMETANIDE NASAL SPRAY)
INDICATION
ENBUMYST is indicated for the treatment of edema associated with congestive heart failure, and hepatic and renal disease, including nephrotic syndrome in adults.
IMPORTANT SAFETY INFORMATION
ENBUMYST is contraindicated in patients with anuria, who are in hepatic coma and have a history of hypersensitivity to bumetanide.
ENBUMYST is a diuretic that may cause fluid, electrolyte, and metabolic abnormalities. Excessive fluid loss can lead to dehydration, decreased blood volume, and increased risk of blood clots. Abnormalities may include changes in blood electrolytes, nitrogen, glucose, and uric acid. The chance of getting these abnormalities is higher in people who are elderly, use higher doses or who do not get enough electrolytes by mouth.
If increasing azotemia and oliguria occur during treatment of severe progressive renal disease, discontinue bumetanide.
Although unlikely at the recommended doses, the potential for ototoxicity must be considered a risk of intravenous therapy, at high doses, repeated frequently in the face of renal excretory function impairment.
Avoid use in patients with significant nasal mucosal or structural abnormalities, such as acute episodes of rhinitis or congestion due to any cause.
Advise lactating women treated with ENBUMYST to monitor their infants for excessive urine output, dehydration, and lethargy.
Most common adverse reactions are hypovolemia, headache, muscle cramps, dizziness, hypotension, nausea and encephalopathy (in patients with pre-existing liver disease).
These are not all of the possible side effects of ENBUMYST. To report suspected adverse reactions, contact Corstasis Therapeutics at 1-877-300-5339 or FDA at 1-800-FDA-1088 or www.fda.gov/medwatch.
Please see the full Prescribing Information for ENBUMYST.
About Esperion Therapeutics
Esperion Therapeutics, Inc. is a commercial-stage biopharmaceutical company dedicated to developing and delivering innovative cardiometabolic and rare/orphan disease therapies. The Company leverages deep domain expertise in ACLY biology to develop and commercialize transformative medicines for patients worldwide. Esperion currently markets two oral, once-daily, non-statin therapies for patients struggling to maintain their low-density lipoprotein cholesterol (LDL-C) levels and are at risk of cardiovascular disease and nasal spray, loop diuretic for the treatment of edema associated with congestive heart failure, and hepatic and renal disease.
With a broad U.S. commercial infrastructure and global approvals across more than 40 countries, Esperion is well positioned to serve as a partner-of-choice for global innovators seeking U.S. market access through acquisition, in-license, co-promotion and revenue share opportunities. In tandem, the Company is advancing its leadership in ACLY biology to build a diversified pipeline of novel product candidates, including treatments for Primary Sclerosing Cholangitis and renal diseases. 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 and business development plans, current and planned operational expenses, expected profitability, future operations, commercial products, clinical development, plans for potential future product candidates, financial condition and outlook, including profitability, expectations regarding the acquisition of Corstasis and the prospects associated with Enbumyst, including the potential size of the congestive heart failure market opportunity, 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 are not guarantees of future performance and involve numerous evolving risks and uncertainties that Esperion may not be able to accurately predict or assess, and that could cause Esperion’s actual results to differ materially from those projected, including, without limitation, the failure to achieve anticipated sales of Enbumyst, the net sales, profitability, and growth of Esperion’s commercial products, clinical activities and results, supply chain, commercial development and launch plans, business development, 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, whether as a result of new information, future events or otherwise, 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
