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

On January 22, 2004, Esperion Therapeutics, Inc. issued a press release reporting financial results for the quarter and year ended December 31, 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.

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 REPORTS FINANCIAL RESULTS FOR THE
QUARTER AND YEAR ENDED DECEMBER 31, 2003

Ann Arbor, MI (January 22, 2004) — 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 year ended December 31, 2003.

Esperion reported a net loss of $9.3 million, or $0.27 per share, for the quarter ended December 31, 2003, compared to a net loss of $6.6 million, or $0.23 per share, for the fourth quarter of 2002. Total operating expenses for the fourth quarter of 2003 were $8.6 million, compared to $6.2 million for the fourth quarter of 2002, representing an increase of 39 percent primarily due to expenses related to the Company’s pending acquisition by Pfizer, Inc., which was announced on December 21, 2003. These expenses, which totaled $1.5 million, are included in general and administrative expenses. Research and development expenses totaled $4.8 million for the fourth quarter of 2003, or 56 percent of total operating expenses.

As of December 31, 2003, Esperion had $86.3 million in cash and investments, compared with $44.9 million at December 31, 2002. Long-term debt, including the current portion, was $9.7 million at December 31, 2003, compared with $8.8 million at December 31, 2002. There were approximately 34 million shares outstanding as of December 31, 2003.

The net loss for the twelve months ended December 31, 2003 was $31.7 million, or $1.01 per share, compared to a net loss of $28.7 million, or $0.98 per share, for 2002. Operating expenses totaled $29.7 million for 2003 compared to $27.9 million for 2002, representing an increase of 6%. As a development stage company, Esperion has not reported any revenue since its inception.

The status of each of the Company’s four product candidates in clinical development is as follows:

•

ETC-588 (LUV) — Enrollment complete for both a multiple-dose Phase 2 clinical trial in patients with carotid atherosclerosis and a multiple-dose Phase 2 clinical trial in patients with acute coronary syndromes.

•

ETC-216 (AIM or ApoA-I Milano/phospholipid complex) — Full results for a multiple-dose Phase 2 clinical trial demonstrating statistically significant regression of atherosclerosis at the end of six weeks published in the November 5 issue of the Journal of the American Medical Association.

•

ETC-642 (RLT Peptide) — Positive initial results for a second single-dose Phase 1 clinical trial in patients with stable cardiovascular disease announced on December 16, 2003. Enrollment complete for a multiple-dose Phase 1 clinical trial in patients with stable cardiovascular disease.

•

ETC-1001 — Positive initial results for a single-dose Phase 1 clinical trial in healthy volunteers announced on December 4, 2003.

In addition, Esperion recently announced the execution of a license agreement with Nippon Chemiphar to develop new small molecule therapies based on PPAR (peroxisome proliferator activated receptor) delta agonists.

On January 8, 2004, Esperion announced that it had settled litigation against Durus Life Sciences Master Fund, Ltd. and related parties to recover short-swing profits under the Securities Exchange Act of 1934. The parties obtained dismissal of the complaint by the U.S. District Court of Connecticut on January 13, 2004 and, under the terms of the settlement, Durus will pay Esperion $32.2 million and certain interest payments. This payment has been placed in an escrow account pending payout under the terms of the settlement agreement, at which time it will be included in the Company’s financial statements.

Due to the Company’s pending acquisition by Pfizer, Inc., Esperion will not host a conference call to discuss fourth quarter financial results.

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.”

The information contained in this press release includes “forward-looking statements.” 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, 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 Esperion’s forward-looking statements. These factors include, but are not limited to, risks associated with: uncertainty as to whether Esperion’s acquisition by Pfizer

will be completed; Esperion’s ability to successfully execute its business strategies, including entering into strategic partnerships or other transactions if the transaction with Pfizer is not completed; the progress and cost of development of Esperion’s product candidates; the extent and timing of market acceptance of new products developed by Esperion or its competitors; Esperion’s dependence on third parties to conduct clinical trials for Esperion’s product candidates; the extent and timing of regulatory approval, as desired or required, for Esperion’s product candidates; Esperion’s dependence on licensing arrangements and strategic relationships with third parties; clinical trials; manufacturing; Esperion’s dependence on patents and proprietary rights; the procurement, maintenance, enforcement and defense of Esperion’s patents and proprietary rights; competitive conditions in the industry; business cycles affecting the markets in which any of Esperion’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; 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 Esperion’s filings with the Securities and Exchange Commission. Esperion 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 THERAPEUTICS, INC. AND SUBSIDIARIES
(A Company in the Development Stage)


			December 31,			December 31,
in thousands			2003			2002

Assets:
Current assets:
	Cash and cash equivalents		$	32,378		$	40,499
	Short-term investments			38,886			4,354
	Prepaid expenses and other			1,183			410

		Total current assets		72,447			45,263

Long-term investments				15,020			—
Property and equipment, net				2,311			3,001
Goodwill				3,108			3,108
Deposits and other assets				5			35

Total assets			$	92,891		$	51,407

Liabilities and Stockholders’ Equity:
Current liabilities:
	Current portion of long-term debt		$	2,556		$	1,061
	Accounts payable			3,205			1,687
	Accrued liabilities			3,778			2,185

		Total current liabilities		9,539			4,933

Long-term debt, less current portion				7,094			7,731
Stockholders’ equity:
	Preferred stock			—			—
	Common stock			34			29
	Additional paid-in capital			201,901			133,411
	Notes receivable			—			(3	)
	Accumulated deficit during the development stage			(125,701	)		(94,046	)
	Deferred stock compensation			—			(589	)
	Accumulated other comprehensive income			24			(59	)

		Total stockholders’ equity		76,258			38,743

Total liabilities and stockholders’ equity			$	92,891		$	51,407

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


			Three Months Ended						Year Ended						Inception to
			December 31,						December 31,						December 31,
in thousands, except share and per share data			2003			2002			2003			2002			2003

			(unaudited)
Operating expenses:
	Research and development		$	4,833		$	4,992		$	21,037		$	21,991		$	97,485
	General and administrative			3,770			1,205			8,708			5,955			25,824
	Goodwill amortization			—			—			—			—			1,089
	Purchased in-process research and development			—			—			—			—			4,000

		Total operating expenses		8,603			6,197			29,745			27,946			128,398

Loss from operations				(8,603	)		(6,197	)		(29,745	)		(27,946	)		(128,398	)

Other income (expense):
	Interest income			274			209			714			1,070			7,911
	Interest expense			(344	)		(301	)		(1,304	)		(1,119	)		(3,689	)
	Other, net			(578	)		(330	)		(1,320	)		(731	)		(1,525	)

		Total other income (expense)		(648	)		(422	)		(1,910	)		(780	)		2,697

Loss before income taxes				(9,251	)		(6,619	)		(31,655	)		(28,726	)		(125,701	)
Provision for income taxes				—			—			—			—			—

Net loss				(9,251	)		(6,619	)		(31,655	)		(28,726	)		(125,701	)
Beneficial conversion feature on preferred stock				—			—			—			—			(22,870	)

Net loss attributable to common stockholders				($9,251	)		($6,619	)		($31,655	)		($28,726	)		($148,571	)

Basic and diluted net loss per share				($0.27	)		($0.23	)		($1.01	)		($0.98	)

Shares used in computing basic and diluted net loss per share				34,095,715			29,340,257			31,343,302			29,260,930

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


					Year Ended
					December 31,						Inception to
											December 31,
in thousands					2003			2002			2003

Cash flows from operating activities:
	Net loss				$	(31,655	)	$	(28,726	)	$	(125,701	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Purchased in-process research and development				—			—			4,000
		Depreciation and amortization				1,153			1,291			5,966
		Stock-based compensation expense				589			771			4,239
		Decrease in notes receivable				3			12			126
		Loss on sale of property and equipment				3			169			194
		Non-cash interest expense included in long-term debt				503			384			1,290
		Changes in assets and liabilities:
			Prepaid expenses and other			(768	)		596			(2,006	)
			Other assets			30			599			550
			Accounts payable			1,514			(1,242	)		3,470
			Accrued liabilities			1,554			(418	)		3,736

				Net cash used in operating activities		(27,074	)		(26,564	)		(104,136	)

Cash flows from investing activities:
	Purchases of property and equipment					(451	)		(1,155	)		(7,954	)
	Acquisition of Talaria Therapeutics, Inc.					—			—			(233	)
	Proceeds from sale of property and equipment					—			30			32
	Purchases of short-term investments					(44,382	)		(37,215	)		(81,597	)
	Purchases of long-term investments					(15,020	)		—			(15,020	)
	Maturities of short-term investments					9,850			32,861			42,711

				Net cash used in investing activities		(50,003	)		(5,479	)		(62,061	)

Cash flows from financing activities:
	Proceeds from issuance of convertible preferred stock					—			—			42,200
	Proceeds from the issuance of common stock					68,495			384			147,606
	Proceeds from long-term debt					117			2,132			10,288
	Repayments of long-term debt					(1,064	)		(1,075	)		(3,861	)

				Net cash provided by financing activities		67,548			1,441			196,233

Effect of exchange rate changes on cash						1,408			815			2,342

Net increase (decrease) in cash and cash equivalents						(8,121	)		(29,787	)		32,378
Cash and cash equivalents at beginning of period						40,499			70,286			—

Cash and cash equivalents at end of period					$	32,378		$	40,499		$	32,378


Delaware	001-16033	38-3419139

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


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

(Address of principal executive offices)		(Zip Code)


				ESPERION THERAPEUTICS, INC

				By:		/s/ Roger S. Newton

						Name: Roger S. Newton, Ph.D
						Title: President and Chief Executive Officer


EXHIBIT NO.		EXHIBIT DESCRIPTION

Exhibit 99.1		Press Release dated January 22, 2004 of Esperion Therapeutics, Inc.


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

Table of Contents

Table of Contents

Table of Contents

Table of Contents


*Esperion Reports Financial Results for the Quarter and Year Ended December 31, 2003*		*Page 2*


*Esperion Reports Financial Results for the Quarter and Year Ended December 31, 2003*		*Page 3*


*Esperion Reports Financial Results for the Quarter and Year Ended December 31, 2003*		*Page 4*


*Esperion Reports Financial Results for the Quarter and Year Ended December 31, 2003*		*Page 5*


*Esperion Reports Financial Results for the Quarter and Year Ended December 31, 2003*		*Page 6*