Esperion Therapeutics, Inc. 8-K

What Happened
Esperion Therapeutics, Inc. announced on July 13, 2026 that the previously disclosed merger closed and Esperion became a wholly owned subsidiary of Essence Parent Inc. At the Effective Time, each outstanding share of Esperion common stock (except certain excluded shares) was converted into $3.16 in cash plus one contingent value right (CVR). The aggregate cash consideration paid by the buyer was approximately $1.1 billion, funded by equity contributions and debt under a new loan agreement.

Key Details

• Per-share merger consideration: $3.16 cash + 1 CVR per share; CVRs entitle holders to a pro rata share of up to $100 million in aggregate contingent cash payments (no interest, subject to tax withholding) if specified milestones are met. CVRs are contractual and generally non-transferable except as specified in the CVR Agreement.
• Treatment of equity awards: outstanding RSUs vested and converted into the same per-share cash + one CVR; in‑the‑money options were cashed out for the spread plus one CVR; certain out‑of‑the‑money options were canceled.
• Convertible notes: a Second Supplemental Indenture sets conversion for each $1,000 principal of the 5.75% convertible notes due 2030 at $1,032.68 cash plus 326.7974 CVRs; because the merger is a Make‑Whole Fundamental Change, converting holders in that event are entitled to $1,232.62 cash plus 390.0701 CVRs per $1,000 principal.
• Financing and corporate changes: Esperion entered a loan agreement with BioPharma Credit lenders to support the transaction; the company notified Nasdaq to delist the common stock and intends to file to suspend public reporting (Form 15). The company’s certificate of incorporation and bylaws were restated.

Why It Matters
For shareholders: public common shares were cashed out at $3.16 each and replaced with one CVR that provides a potential, contingent upside (shared pro rata of up to $100M) if milestones are achieved — but the CVR’s payout is uncertain and generally non-transferable. For noteholders: the merger triggered specific conversion mechanics that increase cash and CVR amounts available on conversion. For investors tracking liquidity and reporting: Esperion’s shares will be delisted from Nasdaq and the company expects to seek suspension of SEC reporting, meaning less publicly available financial disclosure going forward.