{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-082926","form_type":"8-K","ticker":"ESPR","cik":"0001434868","company_name":"Esperion Therapeutics, Inc.","filed_at":"2026-07-13T13:10:49+00:00","discovered_at":"2026-07-13T13:12:00.274461+00:00","generated_at":"2026-07-13T13:12:08.045161+00:00","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.01","5.03","5.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Esperion acquired by Essence Parent for $3.16/share plus CVRs; merger closed July 13, 2026","bullets":["Merger closed; shareholders received $3.16 per share cash plus one CVR per share.","CVRs entitle holders to up to $100M aggregate milestone payments based on net sales of bempedoic acid products.","Company delisted from Nasdaq; board replaced with Justin Bateman and Ankit Pareek.","Prior credit agreement terminated; new loan agreement with BioPharma Credit entered.","Convertible notes terms adjusted: each $1,000 principal convertible into $1,032.68 cash plus 326.7974 CVRs."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-082926","json":"https://secwatch.observer/filing/0001104659-26-082926.json","markdown":"https://secwatch.observer/filing/0001104659-26-082926.md","text":"https://secwatch.observer/filing/0001104659-26-082926.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1434868/000110465926082926/0001104659-26-082926-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1434868/000110465926082926/tm2620034d3_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-07-13T13:12:08.045161+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"101390c529","claim":"Robert E. Hoffman departed as director at Esperion Therapeutics, Inc..","evidence_excerpt":"Effective upon the consummation of the Merger, in accordance with the Merger Agreement, each of J. Martin Carroll, Sheldon L. Koenig, Robert E. Hoffman, Craig Thompson, Jay P. Shepard and Seth H.Z. Fischer, who constituted the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company, and Justin Bateman and Ankit Pareek, the directors of MergerCo immediately prior to the Effective Time, were elected as directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1434868/000110465926082926/0001104659-26-082926-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"22f962e5c2","claim":"Sheldon L. Koenig departed as director at Esperion Therapeutics, Inc..","evidence_excerpt":"Effective upon the consummation of the Merger, in accordance with the Merger Agreement, each of J. Martin Carroll, Sheldon L. Koenig, Robert E. Hoffman, Craig Thompson, Jay P. Shepard and Seth H.Z. Fischer, who constituted the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company, and Justin Bateman and Ankit Pareek, the directors of MergerCo immediately prior to the Effective Time, were elected as directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1434868/000110465926082926/0001104659-26-082926-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"677696146b","claim":"Seth H.Z. Fischer departed as director at Esperion Therapeutics, Inc..","evidence_excerpt":"Effective upon the consummation of the Merger, in accordance with the Merger Agreement, each of J. Martin Carroll, Sheldon L. Koenig, Robert E. Hoffman, Craig Thompson, Jay P. Shepard and Seth H.Z. Fischer, who constituted the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company, and Justin Bateman and Ankit Pareek, the directors of MergerCo immediately prior to the Effective Time, were elected as directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1434868/000110465926082926/0001104659-26-082926-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"6dca63a8d5","claim":"Jay P. Shepard departed as director at Esperion Therapeutics, Inc..","evidence_excerpt":"Effective upon the consummation of the Merger, in accordance with the Merger Agreement, each of J. Martin Carroll, Sheldon L. Koenig, Robert E. Hoffman, Craig Thompson, Jay P. Shepard and Seth H.Z. 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Fischer, who constituted the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company, and Justin Bateman and Ankit Pareek, the directors of MergerCo immediately prior to the Effective Time, were elected as directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1434868/000110465926082926/0001104659-26-082926-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"elected"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"b6d305a194","claim":"J. Martin Carroll departed as director at Esperion Therapeutics, Inc..","evidence_excerpt":"Effective upon the consummation of the Merger, in accordance with the Merger Agreement, each of J. Martin Carroll, Sheldon L. Koenig, Robert E. Hoffman, Craig Thompson, Jay P. Shepard and Seth H.Z. Fischer, who constituted the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company, and Justin Bateman and Ankit Pareek, the directors of MergerCo immediately prior to the Effective Time, were elected as directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1434868/000110465926082926/0001104659-26-082926-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"be4338c72b","claim":"Justin Bateman was elected as director at Esperion Therapeutics, Inc..","evidence_excerpt":"Effective upon the consummation of the Merger, in accordance with the Merger Agreement, each of J. Martin Carroll, Sheldon L. Koenig, Robert E. Hoffman, Craig Thompson, Jay P. Shepard and Seth H.Z. Fischer, who constituted the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company, and Justin Bateman and Ankit Pareek, the directors of MergerCo immediately prior to the Effective Time, were elected as directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1434868/000110465926082926/0001104659-26-082926-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"elected"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"d0e9318fa6","claim":"Craig Thompson departed as director at Esperion Therapeutics, Inc..","evidence_excerpt":"Effective upon the consummation of the Merger, in accordance with the Merger Agreement, each of J. Martin Carroll, Sheldon L. Koenig, Robert E. Hoffman, Craig Thompson, Jay P. Shepard and Seth H.Z. Fischer, who constituted the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company, and Justin Bateman and Ankit Pareek, the directors of MergerCo immediately prior to the Effective Time, were elected as directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1434868/000110465926082926/0001104659-26-082926-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"director"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}