Form POSASR Esperion Therapeutics,

 

As filed with the Securities and Exchange Commission on July 13, 2026

 

Registration No. 333-258397

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3ASR REGISTRATION STATEMENT NO. 333-258397

 

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 Number)

 

3891 Ranchero Drive, Suite 150

Ann Arbor, MI 48108

(734) 887-3903

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Sheldon L. Koenig

Chief Executive Officer and President

Esperion Therapeutics, Inc.

3891 Ranchero Drive, Suite 150

Ann Arbor, MI 48108

(734) 887-3903

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

David D’Urso

Adam Cromie

Sidley Austin LLP

787 Seventh Avenue

New York, NY 10019

(212) 839-5300

 

 

Approximate date of commencement of proposed sale to the public: Not applicable.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	x
Non-accelerated filer	¨	Smaller reporting company	x
		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. ¨

 

 

 

DEREGISTRATION OF SECURITIES

 

Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), is filing this post-effective amendment (this “Post-Effective Amendment”) to the following Registration Statement on Form S-3ASR (the “Registration Statement”), which was previously filed with the United States Securities and Exchange Commission (the “SEC”), to deregister any and all securities registered but unsold under such Registration Statement as of the date hereof:

 

·

Registration Statement No. 333-258397, initially filed with the SEC on August 3, 2021, pertaining to the registration of (i) an indeterminate amount of Common Stock, Preferred Stock, debt securities, warrants and/or units and (ii) up to $250,000,000 of Common Stock that may be issued and sold from time to time under that certain Sales Agreement entered into with Jefferies, each as described therein;

 

On May 1, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Essence Parent Inc., a Delaware corporation (“Parent”), and Essence MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent (“MergerCo”), which provides for the merger of MergerCo with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). The Merger became effective on July 13, 2026, pursuant to a Certificate of Merger filed with the Secretary of State of the State of Delaware.

 

As a result of the Merger, the Company has terminated all offerings of the Company’s securities registered pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. The Company, by filing this Post-Effective Amendment, hereby terminates the effectiveness of the Registration Statement and removes from registration any and all securities registered for issuance under the Registration Statement that remain unsold as of the date hereof. This filing is made in accordance with an undertaking made by the Company in each of the Registration Statements to remove from registration by means of a post-effective amendment any securities that had been registered for issuance that remain unsold at the termination of the offering.

 

 

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-3 and has duly caused this Post-Effective Amendment to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ann Arbor, State of Michigan, on this July 13, 2026.

 

	ESPERION THERAPEUTICS, INC.
	By:	/s/ Sheldon L. Koenig
		Name:	Sheldon L. Koenig
		Title:	Chief Executive Officer and President

 

No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Silver Pony Announces Conversion of Subscription Receipts, Effective Date of Name Change and 20:1 Share Consolidation
• GaN Charger Manufacturer WeCent Unveils WEX100 Pro with AI Smart Display and Intelligent Cooling System
• Comedy about US tariffs, Rise of the Eco-Tariffists, wins Leo Award after a one-day shoot that nesting herons nearly shut down