S-8 1 esprs-8.htm S-8 Document
As filed with the Securities and Exchange Commission on February 23, 2021

Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT 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 No.)
Esperion Therapeutics, Inc.
3891 Ranchero Drive, Suite 150
Ann Arbor, MI 48108
(Address of Principal Executive Offices)
Amended and Restated Esperion Therapeutics, Inc. 2013 Stock Option and Incentive Plan
(Full Title of the Plans)
Tim M. Mayleben
President and Chief Executive Officer
Esperion Therapeutics, Inc.
3891 Ranchero Drive, Suite 150
Ann Arbor, MI 48108
(Name and Address of Agent For Service)
(734) 887-3903
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Mitchell S. Bloom, Esq.
Arthur R. McGivern, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 x
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
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. ☐
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount
to be
Registered(1)
Proposed
Maximum
Offering Price
per Share(2)
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Common Stock, $0.001 par value per share
697,759 shares
(3)$29.28$20,430,384$2,229
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of common stock.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on the average of the high and low sale prices of the Registrant’s common stock, as quoted on the Nasdaq Global Market, on February 16, 2021.
(3) Represents an automatic increase to the number of shares available for issuance under the Plan, effective January 1, 2021. Shares available for issuance under the Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on February 27, 2020 (Registration No. 333-236712), December 21, 2018 (Registration No. 333-228994), February 20, 2018 (Registration No. 333-223105), February 22, 2017 (Registration No. 333-216169), December 22, 2015 (Registration No. 333-208702), August 6, 2015 (Registration No. 333-206180), January 6, 2015 (Registration No. 333-201378), March 13, 2014 (Registration No. 333-194536), and July 1, 2013 (Registration No. 333-189738).


EXPLANATORY NOTE

This Registration Statement on Form S-8 registers additional shares of Common Stock under the Registrant’s Amended and Restated 2013 Stock Option and Incentive Plan (the “Option Plan”). The number of shares of Common Stock reserved and available for issuance under the Option Plan is subject to an automatic annual increase on each January 1, beginning in 2016, by an amount equal to two and a half percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator (as defined in the Option Plan). Accordingly, on January 1, 2021, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 697,759 shares. This Registration Statement registers these additional 697,759 shares of Common Stock. The additional shares are of the same class as other securities relating to the Plan for which the Registrant’s registration statements filed on Form S-8 (Registration No. 333-189738) on July 1, 2013, are effective. The information contained in the Registrant’s registration statements on Form S-8 (Registration No. 333-189738) is hereby incorporated by reference pursuant to General Instruction E, except for “Item 8. Exhibits.”


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.
Exhibits.

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX

Exhibit No.
Description
* Filed herewith.
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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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ann Arbor, State of Michigan, on the 23rd day of February 2021.
ESPERION THERAPEUTICS, INC.
By:
/s/ Tim M. Mayleben
Tim M. Mayleben
President, Chief Executive Officer and Director
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Esperion Therapeutics, Inc., hereby severally constitute and appoint Tim M. Mayleben and Richard B. Bartram, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated below.
SignatureTitleDate
/s/ Tim M. MaylebenPresident, Chief Executive Officer and Director (Principal Executive Officer)
Tim M. MaylebenFebruary 23, 2021
/s/ Richard B. BartramChief Financial OfficerFebruary 23, 2021
Richard B. Bartram(Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey Berkowitz, J.D.DirectorFebruary 23, 2021
Jeffrey Berkowitz, J.D.
/s/ Alan FuhrmanDirectorFebruary 23, 2021
Alan Fuhrman
/s/ Antonio M. Gotto, M.D., D.PhilDirectorFebruary 23, 2021
Antonio M. Gotto, M.D., D.Phil
/s/ Daniel JanneyDirectorFebruary 23, 2021
Daniel Janney
/s/ Mark E. McGovern, M.D.DirectorFebruary 23, 2021
Mark E. McGovern, M.D.
/s/ Jay ShepardDirectorFebruary 23, 2021
Jay Shepard
/s/ Nicole VitulloDirectorFebruary 23, 2021
Nicole Vitullo
/s/ Tracy M. WoodyDirectorFebruary 23, 2021
Tracy M. Woody

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