Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On December 17, 2024, in connection with the consummation of the previously announced private exchange and subscription transactions, Esperion Therapeutics, Inc. (the "Company") issued $100 million aggregate principal amount of its 5.75% Convertible Senior Subordinated Notes due 2030 (the "New Notes") under an Indenture, dated December 17, 2024 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee.

The Company issued approximately $57.5 million aggregate principal amount of New Notes along with approximately $153.4 million in cash, in exchange for approximately $210.1 million aggregate principal amount of its 4.00% Convertible Senior Subordinated Notes due 2025 (the "2025 Notes"), pursuant to privately negotiated agreements entered into with certain holders of its 2025 Notes (the "Exchange Transactions"). The Company also issued and sold approximately $42.5 million aggregate principal amount of New Notes for cash, pursuant to privately negotiated agreements (the "Subscription Transactions" and, together with the Exchange Transactions, the "Transactions").

The New Notes were offered, issued and sold in the Transactions to investors who represented that they are institutional "accredited investors" within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and "qualified institutional buyers" as defined in Rule 144A promulgated under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The offer and sale of the New Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, the New Notes may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

In exchange for issuing New Notes pursuant to the Exchange Transactions, the Company received and cancelled the exchanged 2025 Notes. The Company received gross cash proceeds from the Subscription Transactions of approximately $42.5 million, excluding fees and expenses payable by the Company in connection with the Transactions. The Company intends to use the net proceeds from the Subscription Transactions for general corporate purposes.

The New Notes mature on June 15, 2030, unless earlier converted, redeemed or repurchased. The New Notes are the Company's senior unsecured obligations and will pay interest on the New Notes at an annual rate of 5.75% payable in cash semiannually in arrears on June 15 and December 15 of each year, beginning June 15, 2025. Before March 15, 2030, holders of the New Notes will have the right to convert their notes only upon the occurrence of certain events. From and after March 15, 2030, holders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will have the right to elect to settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock. The initial conversion rate is 326.7974 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $3.06 per share of common stock. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. The indenture governing the New Notes includes certain restrictive covenants that limits The Company's ability to incur additional indebtedness, subject to certain exceptions.

The New Notes will be redeemable, in whole or in part, for cash at the Company's option at any time, and from time to time, on or after December 20, 2027 and prior to the forty-first (41st) scheduled trading day immediately before the maturity date, but only if the last reported sale price per share exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.