8-K

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): October 20, 2003

ESPERION THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-16033	38-3419139
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3621 South State St., 695 KMS Place, Ann Arbor, MI   48108

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (734) 332-0506

TABLE OF CONTENTS

Press Release dated 10/20/03

Item 7. Financial Statements and Exhibits.

	(c)	Exhibits.
		The following exhibit is being furnished pursuant to Item 12 of Form 8-K:
		Exhibit 99.1             Press Release dated October 20, 2003 of Esperion Therapeutics, Inc.
Item 12. Results of Operations and Financial Condition.
		On October 20, 2003, Esperion Therapeutics, Inc. issued a press release reporting financial results for the quarter ended September 30, 2003. The press release is attached hereto as Exhibit 99.1.
		In accordance with General Instruction B.6 of Form 8-K, the information in this report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

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.

ESPERION THERAPEUTICS, INC.
By:	/s/ Roger S. Newton
	Name: Roger S. Newton, Ph.D
	Title: President and Chief Executive Officer

Dated: October 20, 2003

EXHIBIT INDEX

EXHIBIT NO.	EXHIBIT DESCRIPTION
Exhibit 99.1	Press Release dated October 20, 2003 of Esperion Therapeutics, Inc.

EX-99.1 3 k80183exv99w1.htm PRESS RELEASE DATED 10/20/03

FOR IMMEDIATE RELEASE

Company	Frank Thomas	Media	Jim Wetmore
Contact:	VP, Finance and Investor Relations	Contact:	Berry & Company Public Relations
	Esperion Therapeutics, Inc.		(212) 253-8881
	(734) 222-1831		jwetmore@berrypr.com
	fthomas@esperion.com

ESPERION REPORTS FINANCIAL RESULTS FOR THE
QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2003

Ann Arbor, MI (October 20, 2003) — Esperion Therapeutics, Inc. (Nasdaq: ESPR), a biopharmaceutical company dedicated to the discovery, development and commercialization of therapies to improve the treatment of cardiovascular disease, today reported financial results for the quarter and nine months ended September 30, 2003.
Esperion reported a net loss of $6.6 million, or $0.20 per share, for the quarter ended September 30, 2003 compared to a net loss of $7.0 million, or $0.24 per share, for the third quarter of 2002. Total operating expenses for the third quarter of 2003 were $6.2 million, compared to $7.1 million for the third quarter of 2002, representing a decline of 12.3%, primarily due to lower research and development expenses.
Research and development expenses totaled $4.5 million for the third quarter of 2003, or 71.9% of total operating expenses. The magnitude of the Company’s operating expenses each quarter is largely dependent upon the progress, timing, number, nature and size of the Company’s clinical trials and related process development and production activities.
The third quarter was highlighted by the completion of enrollment in the following four ongoing clinical trials:
•	ETC-588-004 — Phase 2 trial in approximately 32 patients with carotid atherosclerosis using magnetic resonance imaging to evaluate changes in plaque volume;
•	ETC-588-005 — Phase 2 trial in approximately 150 patients with acute coronary syndromes evaluating safety and tolerability and following each patient for six months to monitor adverse events, including the collection of cardiovascular event data;
•	ETC-642-002 — Phase 1 single escalating dose trial in up to 32 patients with stable atherosclerosis evaluating safety and tolerability; and

-more-

Esperion Reports Financial Results for the Quarter and Nine Months Ended September 30, 2003 Page 2

•	ETC-1001-001 — Phase 1 single escalating dose trial in up to 36 healthy volunteers evaluating safety and tolerability.
The Company expects to report initial results from each of these studies in the months ahead.
In addition, Esperion completed a follow-on stock offering during the third quarter of 2003 resulting in net proceeds of approximately $66.7 million through the issuance of approximately 4.4 million shares of common stock.
As of September 30, 2003, Esperion had $92.4 million in cash and short-term investments, compared with $44.9 million at December 31, 2002. Long-term debt, including the current portion, was $9.1 million at September 30, 2003, compared with $8.8 million at December 31, 2002. There were approximately 34.1 million shares outstanding as of September 30, 2003.
The net loss for the nine months ended September 30, 2003 was $22.4 million, or $0.74 per share compared to a net loss of $22.1 million, or $0.76 per share, for the first nine months of 2002. Operating expenses totaled $21.1 million for the first nine months of 2003 compared to $21.7 million for the corresponding period in 2002, representing a decline of 2.8%. As a development stage company, Esperion has not reported any revenue since its inception.
Based upon current development plans, the Company projects 2004 operating expenses in the range of $38 to $42 million and a net loss between $39 and $42 million. This guidance does not include the effect of any potential corporate collaboration or any other activities that might affect our financial position next year. We estimate that research and development expenses will increase next year, particularly in the second half of the year.
Webcast Esperion management will host a conference call and webcast to review financial results, recent accomplishments and upcoming milestones today at 4:30 p.m. (EDT). The live webcast may be accessed on Esperion’s website at http://www.esperion.com. To participate by telephone, you can call (800) 901-5241 or (617) 786-2963 and use the passcode “Esperion.” A replay of the call will also be available on Esperion’s website or by calling (888) 286-8010 or (617) 801-6888 and entering the passcode “95449008.”
Esperion Therapeutics Esperion Therapeutics, Inc. discovers and develops pharmaceutical products for the treatment of cardiovascular disease. Esperion intends to commercialize a novel class of drugs that focuses on a new treatment approach called “HDL Therapy,” which is based on the Company’s understanding of high-density lipoprotein, or HDL, function. HDL is the primary facilitator of the reverse lipid transport, or RLT, pathway by which excess cholesterol and other lipids are removed from artery walls and other tissues and are transported to the liver for elimination from the body. Esperion’s goal is to develop drugs that exploit the beneficial functions of HDL within the RLT pathway. Esperion currently has four product candidates in clinical development. Esperion is listed on the Nasdaq National Market under the symbol “ESPR.”
Safe Harbor Statement The information contained in this press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by words such as “hope,” “may,” “believe,” “anticipate,” “plan,” “expect,” “require,” “intend,” “assume” and similar expressions. Forward-looking statements speak only as of the date of this press release, reflect management’s current expectations,

Esperion Reports Financial Results for the Quarter and Nine Months Ended September 30, 2003 Page 3

estimations and projections and involve certain factors, such as risks and uncertainties, that may cause actual results, performance or achievements to be far different from those suggested by the Company’s forward-looking statements. These factors include, but are not limited to, risks associated with: the Company’s ability to successfully execute its business strategies, including entering into strategic partnerships or other transactions; the progress and cost of development of the Company’s product candidates; the extent and timing of market acceptance of new products developed by the Company or its competitors; the Company’s dependence on third parties to conduct clinical trials for the Company’s product candidates; the extent and timing of regulatory approval, as desired or required, for the Company’s product candidates; the Company’s dependence on licensing arrangements and strategic relationships with third parties; clinical trials; manufacturing; the Company’s dependence on patents and proprietary rights; litigation, proceedings, investigations and other disruptions of management’s time resulting from the acquisition of the Company’s common stock by various persons associated with Scott Sacane; the procurement, maintenance, enforcement and defense of the Company’s patents and proprietary rights; competitive conditions in the industry; business cycles affecting the markets in which any of the Company’s future products may be sold; extraordinary events and transactions; seeking and consummating business acquisitions, including the diversion of management’s attention to the assimilation of the operations and personnel of any acquired business; the timing and extent of the Company’s financing needs and the Company’s access to funding, including through the equity market, particularly in light of the impact on the market value of the Company’s common stock of matters outside of the Company’s control, such as trading activities by third parties; fluctuations in foreign exchange rates; and economic conditions generally or in various geographic areas. Because all of the foregoing factors are difficult to forecast, you should not place undue reliance on any forward-looking statement. More detailed information about some of these and other risk factors is set forth in the Company’s filings with the Securities and Exchange Commission. The Company does not intend to update any of these factors or to publicly announce the results of any revisions to any of these forward-looking statements other than as required under the federal securities laws.

# # #

..

Esperion Reports Financial Results for the Quarter and Nine Months Ended September 30, 2003 Page 4

ESPERION THERAPEUTICS, INC. AND SUBSIDIARIES
(A Company in the Development Stage)

CONDENSED CONSOLIDATED BALANCE SHEETS

			September 30,			December 31,
in thousands			2003				2002
Assets:			(Unaudited)
Current assets:
	Cash and cash equivalents		$	64,685			$	40,499
	Short-term investments			27,707				4,354
	Prepaid expenses and other			1,426				410
		Total current assets		93,818				45,263
Property and equipment, net				2,498				3,001
Goodwill				3,108				3,108
Deposits and other assets				6				35
Total assets			$	99,430			$	51,407
Liabilities and Stockholders’ Equity:
Current liabilities:
	Current portion of long-term debt		$	1,052			$	1,061
	Accounts payable			1,110				1,687
	Accrued liabilities			4,136				2,185
		Total current liabilities		6,298				4,933
Long-term debt, less current portion				8,074				7,731
Stockholders’ equity:
	Preferred stock			—				—
	Common stock			34				29
	Additional paid-in capital			201,677				133,411
	Notes receivable			—				(3	)
	Accumulated deficit during the development stage			(116,450	)			(94,046	)
	Deferred stock compensation			(148	)			(589	)
	Accumulated other comprehensive loss			(55	)			(59	)
		Total stockholders’ equity		85,058				38,743
Total liabilities and stockholders’ equity			$	99,430			$	51,407

Esperion Reports Financial Results for the Quarter and Nine Months Ended September 30, 2003 Page 5

ESPERION THERAPEUTICS, INC. AND SUBSIDIARIES
(A Company in the Development Stage)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

			Three Months Ended						Nine Months Ended						Inception to
			September 30,						September 30,						September 30,
in thousands, except share and per share data			2003			2002			2003			2002			2003
Operating expenses:
	Research and development		$	4,473		$	5,416		$	16,204		$	16,999		$	92,652
	General and administrative			1,748			1,677			4,938			4,750			22,054
	Goodwill amortization			—			—			—			—			1,089
	Purchased in-process research and development			—			—			—			—			4,000
		Total operating expenses		6,221			7,093			21,142			21,749			119,795
Loss from operations				(6,221	)		(7,093	)		(21,142	)		(21,749	)		(119,795	)
Other income (expense):
	Interest income			191			258			440			862			7,637
	Interest expense			(331	)		(289	)		(960	)		(819	)		(3,345	)
	Other, net			(202	)		144			(742	)		(401	)		(947	)
		Total other income (expense)		(342	)		113			(1,262	)		(358	)		3,345
Loss before income taxes				(6,563	)		(6,980	)		(22,404	)		(22,107	)		(116,450	)
Provision for income taxes				—			—			—			—			—
Net loss				(6,563	)		(6,980	)		(22,404	)		(22,107	)		(116,450	)
Beneficial conversion feature on preferred stock				—			—			—			—			(22,870	)
Net loss attributable to common stockholders				($6,563	)		($6,980	)		($22,404	)		($22,107	)		($139,320	)
Basic and diluted net loss per share				($0.20	)		($0.24	)		($0.74	)		($0.76	)
Shares used in computing basic and diluted net loss per share				32,373,833			29,268,023			30,408,455			29,234,243

Esperion Reports Financial Results for the Quarter and Nine Months Ended September 30, 2003 Page 6

ESPERION THERAPEUTICS, INC. AND SUBSIDIARIES
(A Company in the Development Stage)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

					Nine Months Ended						Inception to
					September 30,						September 30,
in thousands					2003			2002			2003
Cash flows from operating activities:
	Net loss					($22,404	)		($22,107	)		($116,450	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Purchased in-process research and development				—			—			4,000
		Depreciation and amortization				872			1,021			5,685
		Stock-based compensation expense				441			611			4,091
		Decrease in notes receivable				3			9			126
		Loss on sale of property and equipment				1			170			192
		Non-cash interest expense included in long-term debt				365			277			1,152
		Changes in assets and liabilities:
			Prepaid expenses and other			(1,018	)		724			(2,256	)
			Other assets			29			(15	)		549
			Accounts payable			(578	)		(1,431	)		1,378
			Accrued liabilities			2,063			(208	)		4,245
				Net cash used in operating activities		(20,226	)		(20,949	)		(97,288	)
Cash flows from investing activities:
	Purchases of property and equipment					(354	)		(715	)		(7,857	)
	Acquisition of Talaria Therapeutics, Inc.					—			—			(233	)
	Proceeds from sale of property and equipment					—			29			32
	Purchases of short-term investments					(30,411	)		(34,221	)		(67,626	)
	Maturities of short-term investments					7,058			25,861			39,919
				Net cash used in investing activities		(23,707	)		(9,046	)		(35,765	)
Cash flows from financing activities:
	Proceeds from issuance of convertible preferred stock					—			—			42,200
	Proceeds from the issuance of common stock					68,147			168			147,258
	Proceeds from long-term debt					—			1,834			10,171
	Repayments of long-term debt					(788	)		(885	)		(3,585	)
				Net cash provided by financing activities		67,359			1,117			196,044
Effect of exchange rate changes on cash						760			(22	)		1,694
Net increase (decrease) in cash and cash equivalents						24,186			(28,900	)		64,685
Cash and cash equivalents at beginning of period						40,499			70,286			—
Cash and cash equivalents at end of period					$	64,685		$	41,386		$	64,685

# # #

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EX-99.1

exv99w1