UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 1, 2022
Esperion Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35986 | | 26-1870780 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
3891 Ranchero Drive, Suite 150
Ann Arbor, MI
(Address of principal executive offices)
Registrant’s telephone number, including area code: (734) 887-3903
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | ESPR | | NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Chief Commercial Officer
On March 1, 2022, the board of directors (the “Board”) of Esperion Therapeutics, Inc. (the “Company”) appointed Eric Warren, R.Ph. as the Company’s Chief Commercial Officer pursuant to the terms of an employment agreement with Mr. Warren (the “Warren Agreement”), effective as of March 1, 2022 (the “Commencement Date”).
Mr. Warren has served as the Company’s Vice President, US Sales and Marketing since January 2021. Prior to joining the Company, from August 2020 to January 2021, Mr. Warren was Vice President, Head of Sales and Marketing at Nabriva Therapeutics. From April 2018 to August 2020, Mr. Warren held Vice President roles in marketing at Sanofi in their cardiovascular franchise. Additionally, from May 2006 to April 2018, Mr. Warren held roles of increasing responsibility at Merck & Co. Mr. Warren holds a Bachelor of Science in Pharmacy and is a licensed pharmacist in New York State.
Pursuant to the terms of the Warren Agreement, Mr. Warren is entitled to an annual base salary of $444,000. Mr. Warren is also eligible to be considered for an annual bonus targeted at 35% of his base salary (the “Target Bonus”), subject to the CEO’s assessment of his performance as well as business conditions of the Company. Mr. Warren is eligible to participate in the Company’s employee benefit plans generally available to full-time employees, subject to the terms of those plans.
Pursuant to the terms of the Warren Agreement, if Mr. Warren’s employment is terminated, within the twelve (12) month period commencing with a Sale Event (as defined in the Warren Agreement), by the Company other than for Cause (as defined the Warren Agreement) or by Mr. Warren for Good Reason (as defined in the Warren Agreement), subject to Mr. Warren’s signing the separation agreement and release and the separation agreement and release becoming irrevocable, he will be entitled to receive: (a) an amount equal to the sum of (i) one (1) times his base salary in effect immediately prior to the termination (or his base salary in effect immediately prior to the Sale Event, if higher), and (ii) his Target Bonus; and (b) if he was participating in the Company’s group health plan immediately prior to the date of termination and elects COBRA health continuation, a lump sum cash payment in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to Mr. Warren if he had remained employed by the Company for twelve months after the date of termination. However, in the event that Mr. Warren’s employment is terminated, at any time other than during the twelve (12) month period commencing with a Sale Event, by the Company other than for Cause, subject to his signing the separation agreement and release and the separation agreement and release becoming irrevocable, Mr. Warren will be entitled to receive: (a) an amount equal to nine (9) months of his annual base salary in effect immediately prior to the termination; and (b) if he was participating in the Company’s group health plan immediately prior to the date of termination and elects COBRA health continuation, a monthly cash payment for nine (9) months or his COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to Mr. Warren if he had remained employed by the Company.
In connection with Mr. Warren’s appointment as Chief Commercial Officer, he will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-188595) filed with the Securities and Exchange Commission (“SEC”) on May 14, 2013. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. Warren for some expenses, including all reasonable attorneys’ fees, judgments, fines and settlement amounts actually and reasonably incurred by Mr. Warren in third-party proceedings arising out of his service as one of the Company’s officers.
Mr. Warren has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Warren and any other person pursuant to which he was appointed as an officer of the Company.
In connection with Mr. Warren’s appointment, effective as of March 1, 2022, the Board of Directors of the Company designated Mr. Warren as an “executive officer” of the Company as such term is defined under Rule 3b-7 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and an “officer” as such term is defined under Rule 16a-1(f) of the Exchange Act.
The foregoing summary of the Warren Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Warren Agreement, a copy of which is attached as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit No. | | Description |
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| 104 | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: March 1, 2022 | Esperion Therapeutics, Inc. |
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| By: | /s/ Sheldon L. Koenig |
| | Sheldon L. Koenig |
| | President and Chief Executive Officer |
