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Esperion Therapeutics, Inc.
CIK: 0001434868  ·  File(s): 333-286631  ·  Started: 2025-04-23  ·  Last active: 2025-04-25
Response Received 1 company response(s) High - file number match
UL SEC wrote to company 2025-04-23
Esperion Therapeutics, Inc.
File Nos in letter: 333-286631
CR Company responded 2025-04-25
Esperion Therapeutics, Inc.
File Nos in letter: 333-286631
Esperion Therapeutics, Inc.
CIK: 0001434868  ·  File(s): 333-264303  ·  Started: 2022-04-22  ·  Last active: 2022-04-22
Response Received 1 company response(s) High - file number match
UL SEC wrote to company 2022-04-22
Esperion Therapeutics, Inc.
File Nos in letter: 333-264303
Summary
Generating summary...
CR Company responded 2022-04-22
Esperion Therapeutics, Inc.
File Nos in letter: 333-264303
Summary
Generating summary...
Esperion Therapeutics, Inc.
CIK: 0001434868  ·  File(s): 333-208701  ·  Started: 2016-01-14  ·  Last active: 2016-01-14
Response Received 1 company response(s) High - file number match
UL SEC wrote to company 2016-01-14
Esperion Therapeutics, Inc.
File Nos in letter: 333-208701
Summary
Generating summary...
CR Company responded 2016-01-14
Esperion Therapeutics, Inc.
File Nos in letter: 333-208701
Summary
Generating summary...
Esperion Therapeutics, Inc.
CIK: 0001434868  ·  File(s): N/A  ·  Started: 2013-06-03  ·  Last active: 2013-06-21
Response Received 2 company response(s) Medium - date proximity
UL SEC wrote to company 2013-06-03
Esperion Therapeutics, Inc.
Summary
Generating summary...
CR Company responded 2013-06-21
Esperion Therapeutics, Inc.
File Nos in letter: 333-188595
Summary
Generating summary...
CR Company responded 2013-06-21
Esperion Therapeutics, Inc.
File Nos in letter: 333-188595
Summary
Generating summary...
Esperion Therapeutics, Inc.
CIK: 0001434868  ·  File(s): N/A  ·  Started: 2013-05-08  ·  Last active: 2013-05-08
Awaiting Response 0 company response(s) Medium
UL SEC wrote to company 2013-05-08
Esperion Therapeutics, Inc.
Summary
Generating summary...
DateTypeCompanyLocationFile NoLink
2025-04-25 Company Response Esperion Therapeutics, Inc. DE N/A Read Filing View
2025-04-23 SEC Comment Letter Esperion Therapeutics, Inc. DE 333-286631 Read Filing View
2022-04-22 SEC Comment Letter Esperion Therapeutics, Inc. DE N/A Read Filing View
2022-04-22 Company Response Esperion Therapeutics, Inc. DE N/A Read Filing View
2016-01-14 Company Response Esperion Therapeutics, Inc. DE N/A Read Filing View
2016-01-14 SEC Comment Letter Esperion Therapeutics, Inc. DE N/A Read Filing View
2013-06-21 Company Response Esperion Therapeutics, Inc. DE N/A Read Filing View
2013-06-21 Company Response Esperion Therapeutics, Inc. DE N/A Read Filing View
2013-06-03 SEC Comment Letter Esperion Therapeutics, Inc. DE N/A Read Filing View
2013-05-08 SEC Comment Letter Esperion Therapeutics, Inc. DE N/A Read Filing View
DateTypeCompanyLocationFile NoLink
2025-04-23 SEC Comment Letter Esperion Therapeutics, Inc. DE 333-286631 Read Filing View
2022-04-22 SEC Comment Letter Esperion Therapeutics, Inc. DE N/A Read Filing View
2016-01-14 SEC Comment Letter Esperion Therapeutics, Inc. DE N/A Read Filing View
2013-06-03 SEC Comment Letter Esperion Therapeutics, Inc. DE N/A Read Filing View
2013-05-08 SEC Comment Letter Esperion Therapeutics, Inc. DE N/A Read Filing View
DateTypeCompanyLocationFile NoLink
2025-04-25 Company Response Esperion Therapeutics, Inc. DE N/A Read Filing View
2022-04-22 Company Response Esperion Therapeutics, Inc. DE N/A Read Filing View
2016-01-14 Company Response Esperion Therapeutics, Inc. DE N/A Read Filing View
2013-06-21 Company Response Esperion Therapeutics, Inc. DE N/A Read Filing View
2013-06-21 Company Response Esperion Therapeutics, Inc. DE N/A Read Filing View
2025-04-25 - CORRESP - Esperion Therapeutics, Inc.
CORRESP
 1
 filename1.htm

 VIA EDGAR

 April 25, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Esperion Therapeutics, Inc.
Acceleration Request for Registration Statement on Form S-3
Filed April 18, 2025
File No. 333-286631

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “ Act ”), Esperion Therapeutics, Inc. (the “ Company ”)
hereby requests that the effective date of the above-referenced registration statement (the “ Registration Statement ”)
be accelerated to April 29, 2025, at 4:01 pm Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin
Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration
request, the Company acknowledges that it is aware of its responsibilities under the Act.

 Once the Registration Statement
is effective, please orally confirm the event with our outside counsel, Goodwin Procter LLP, by calling Adam V. Johnson at (212) 459-7072.
If you have any questions regarding this request, please contact Adam V. Johnson of Goodwin Procter LLP at (212) 459-7072.

 Sincerely,

 Esperion Therapeutics, Inc.

 /s/ Sheldon L. Koenig

 Sheldon L. Koenig

 President and Chief Executive Officer

 cc:
 Benjamin Looker, Esperion Therapeutics, Inc.

 Mitchell S. Bloom, Esq., Goodwin Procter LLP

 Adam V. Johnson, Esq., Goodwin Procter LLP
2025-04-23 - UPLOAD - Esperion Therapeutics, Inc. File: 333-286631
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 23, 2025

Sheldon L. Koenig
Chief Executive Officer
Esperion Therapeutics, Inc.
3891 Ranchero Drive, Suite 150
Ann Arbor, MI 48108

 Re: Esperion Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed April 18, 2025
 File No. 333-286631
Dear Sheldon L. Koenig:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Doris Stacey Gama at 202-551-3188 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Adam Johnson, Esq.
</TEXT>
</DOCUMENT>
2022-04-22 - UPLOAD - Esperion Therapeutics, Inc.
United States securities and exchange commission logo
April 22, 2022
Ben Looker
General Counsel
Esperion Therapeutics, Inc.
3891 Ranchero Drive, Suite 150
Ann Arbor, MI 48108
Re:Esperion Therapeutics, Inc.
Registration Statement on Form S-3
Filed April 15, 2022
File No. 333-264303
Dear Mr. Looker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Gama at 202-551-3188 or Laura Crotty at 202-551-7614 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mitchell S. Bloom, Esq.
2022-04-22 - CORRESP - Esperion Therapeutics, Inc.
CORRESP
1
filename1.htm

Esperion Therapeutics, Inc.

3891 Ranchero Drive, Suite 150

Ann Arbor, MI 48108

April 22, 2022

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Esperion Therapeutics, Inc.:
Registration Statement on Form S-3 filed April 15, 2022 (File No. 333-264303)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “Act”), Esperion Therapeutics, Inc. (the “Company”) hereby requests that the
effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to April
26, 2022, at 4:00 pm Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request
by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request,
please contact Mitchell S. Bloom of Goodwin Procter LLP at (617) 570-1055.

    Sincerely,

    Esperion Therapeutics, Inc.

    /s/ Sheldon L. Koenig

    Sheldon L. Koenig

    President and Chief Executive Officer

    cc:
    Benjamin Looker, Esperion Therapeutics, Inc.

    Mitchell S. Bloom, Esq., Goodwin Procter LLP

    Nicole Daley, Esq., Goodwin Procter LLP
2016-01-14 - CORRESP - Esperion Therapeutics, Inc.
CORRESP
1
filename1.htm

ESPERION THERAPEUTICS, INC.

3891 Ranchero Drive

Ann Arbor, MI 48108

January 14, 2016

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Esperion Therapeutics, Inc.

Registration Statement on Form S-3

File No. 333-208701

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Esperion Therapeutics, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-208701) (the “Registration Statement”), so that it may become effective at 3:00 p.m. Eastern Time on January 19, 2016, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

1.

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated   authority, declare the Registration Statement effective, it does not   foreclose the Commission from taking any action with respect to the   Registration Statement;

 2.

the action of the Commission or the staff, acting   pursuant to delegated authority, in declaring the Registration Statement   effective, does not relieve the Registrant from its full responsibility for   the adequacy and accuracy of the disclosure in the Registration Statement;   and

 3.

the Registrant may not assert staff comments and the   declaration of effectiveness of the Registration Statement as a defense in   any proceeding initiated by the Commission or any person under the federal   securities laws of the United States.

Very truly yours,

Esperion Therapeutics, Inc.

By:

/s/ Tim M. Mayleben

Name:

Tim M. Mayleben

Title:

President and Chief   Executive Officer

Cc:

Mitchell S.   Bloom, Esq. (Goodwin Procter LLP)

Arthur R.   McGivern, Esq. (Goodwin Procter LLP)

[Signature Page to Request for Acceleration of Effectiveness]
2016-01-14 - UPLOAD - Esperion Therapeutics, Inc.
Mail Stop 4720
January 14, 2016

Via E -mail
Richard B. Bartram
Vice President  Finance
Esperion Therapeutics, Inc.
3891 Ranchero Drive, Suite 150
Ann Arbor, MI 48108

Re: Esperion Therapeutics, Inc.
Registration Statement on Form S-3
Filed  December 22, 2015
  File No.  333-208701

Dear Mr. Bartram :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with  respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the  filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 46 1 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Richard B. Bartram
Esperion Therapeutics, Inc.
January 14, 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities un der
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact Tara Keating Brooks  at (202) 551 -8336  or me at (202) 551 -3675  with
any questions.

Sincerely,

 /s/ Suzanne Hayes

 Suzanne  Hayes
Assistant Director
Office of Healthcare and Insurance

cc:   Via E -mail
 Arthur R. McGivern
Goodwin Procter LLP
2013-06-21 - CORRESP - Esperion Therapeutics, Inc.
CORRESP
1
filename1.htm

Esperion Therapeutics, Inc.

46701 Commerce Center Drive

Plymouth, MI 48170

VIA EDGAR AND FACSIMILE

June 21, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey P. Riedler

Re:                             Esperion Therapeutics, Inc.
  Acceleration Request for Registration Statement on Form S-1
  File No. 333-188595

Dear Mr. Riedler:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Esperion Therapeutics, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to June 25, 2013, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time.  In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Arthur R. McGivern at (617) 570-1971.  We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Arthur R. McGivern, by facsimile to (617) 523-1231.

In connection with the foregoing, the Company hereby acknowledges the following:

·                  should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·                  the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·                  the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this request, please contact Arthur R. McGivern of Goodwin Procter LLP at (617) 570-1971.

Sincerely,

ESPERION   THERAPEUTICS, INC.

/s/   Tim M. Mayleben

Tim   M. Mayleben

President   and Chief Executive Officer

cc:

Mitchell   S. Bloom, Esq., Goodwin Procter LLP

Arthur   R. McGivern, Esq., Goodwin Procter LLP
2013-06-21 - CORRESP - Esperion Therapeutics, Inc.
CORRESP
1
filename1.htm

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010-3629

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

June 21, 2013

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Jeffrey Riedler

Re:

Esperion   Therapeutics, Inc.

Registration Statement on   Form S-1

Registration File   No. 333-188595

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several Underwriters, hereby join in the request of Esperion Therapeutics, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM Eastern Time on June 25, 2013, or as soon thereafter as practicable or at such other time as the Company or its outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several Underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated June 12, 2013:

(i)                                     Dates of distribution: June 12, 2013 through the date hereof

(ii)                                  Number of prospective underwriters to which the preliminary prospectus was furnished: 4

(iii)                               Number of prospectuses furnished to investors: approximately 2,920

(iv)                              Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 271

We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

CREDIT SUISSE   SECURITIES (USA) LLC

CITIGROUP GLOBAL   MARKETS INC.

Acting severally   on behalf of themselves and the

several   Underwriters

By:

CREDIT SUISSE   SECURITIES (USA) LLC

By:

/s/ Charles W.   Newton

Name:

Charles W. Newton

Title:

Managing Director

By:

CITIGROUP GLOBAL   MARKETS INC.

By:

/s/ Christopher   Hite

Name:

Christopher Hite

Title:

Managing Director,   Global Head — Healthcare

[Signature Page to Underwriters’ Acceleration Request]
2013-06-03 - UPLOAD - Esperion Therapeutics, Inc.
June 3, 2013

Via E -mail
Tim M. Mayleben
President and Chief Executive Officer
Esperion Therapeutics, Inc.
46701 Commerce Center Drive
Plymouth, MI 48170

Re: Esperion  Therapeutics, Inc.
Registration Statement on Form S -1
Filed May 14, 2013
  File No. 333 -188595

Dear Mr. Mayleben :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Use of Proceeds, page 41

1. We note your response to prior comment 10. Please include an approximate dollar
amount that you intend to allocate toward the Phase 2b clinical trial and the end of Phase
2 meeting with the FDA, as well as the amount you will use for your other program s and
general corporate purposes.

Critical Accounting Policies and Significant Judgments and Estimates
Stock -Based Compensation & Warrant Liability
Significant Factors, Assumptions and Methodologies Used in Determining Fair Value , page 51

2. We acknowledge your response and disclosure revisions related to our prior comment
number 13.  As a reminder, we continue to include the following follow -up comments
regarding your disclosure and accounting for stock -based compensation:

Tim M. Mayleben
Esperion Therapeutics, Inc.
June 3, 2013
Page 2

  Since you have not dis closed an estimated offering price we are deferring a final
evaluation of stock compensation and other costs recognized until the estimated
offering price is specified .  We may have further comment in this regard when the
amendment containing that informat ion is filed ;

 Please provide a discussion of each significant factor contributing to the difference
between the fair value as of the date of each grant and the  estimated IPO price range.
Please reconcile and explain the differences between the mid -point of your estimated
offering price range and the fair values included in you r analysis; and

 Once the IPO price is disclosed, we will assess your accounting for convertible equity
and debt issuances.

Business
ETC -1002, page 64

3. We note your response to prior comment 14. While we recognize that you are a
development -stage company, you have initiated your product development based on
certain hypotheses, including that ETC -1002’s mechanism of action will inhibit ACL and
that this wi ll in turn reduce LDL -C levels.  To the extent that you are aware of any
controversy associated with this methodology and/or preliminary conclusions concerning
ETC -1002, you should disclose this as appropriate in your registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its manageme nt are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taki ng any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the  disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Tim M. Mayleben
Esperion Therapeutics, Inc.
June 3, 2013
Page 3

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amend ment prior to the requested effective date of the
registration statement.

You may contact James Peklenk  at (202) 551 -3661  or Gus Rodriguez  at (202) 551 -3752
if you have questions regarding comments on the financial statements and related matters.
Please contact S cot Fole y at (202) 551 -3383, John Krug at (202) 551 -3862  or me at (202) 551 -
3715  with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Mitchell S. Bloom, Esq.
 Arthur R. McGivern, Esq.
Goodwin Procter LLP
Exchange Place
53 State Street
Boston, MA 02109
2013-05-08 - UPLOAD - Esperion Therapeutics, Inc.
May 8, 2013

Via E -mail
Tim M. Mayleben
President and Chief Executive Officer
Esperion Therapeutics, Inc.
46701 Commerce Center Drive
Plymouth, MI 48170

Re: Esperion  Therapeutics, Inc.
Draft Registration Statement on Form S -1
Submitted April 12, 2013
  CIK No. 0001434868

Dear Mr. Mayleben:

We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement o n
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General

1. We note that your draft is currently incomplete, as the number of shares to be offered, the
range of the initial public offering price, several exhibits, and other disclosure items are
omitted.  Please be advised that we will not be in a position to grant effectiveness to your
registration statement until it has been publicly filed and all required disclosure is
included.

2. We further note that yo u have submitted an application for confidential treatment
concerning one of your exhibits.  Please be advised that comments to this application, if
any, will be sent under separate cover and that any such comments must be resolved prior
to your requesting  effectiveness of your registration statement.

Tim M. Mayleben
Esperion Therapeutics, Inc.
May 8, 2013
Page 2

 3. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential i nvestors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Sectio n 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Prospectus Summary
ETC -1002, page 1

4. Please amend the descripti on here and on page 64 of how ETC -1002 will function to
make the description more easily understandable by the lay reader while explaining more
specifically how ETC -1002 will act to reduce LDL -C levels.

Populations of Interest, page 2

5. In your discussion  of the Residual Risk Market, please amend your disclosure to state the
basis of your estimate that 70% of individuals who use ETC -1002 as an add -on therapy
would achieve their goals while the remainder would experience some decrease in LDL -
C.

The Offering, page 5

6. In this discussion, and nowhere else in your draft registration statement, you make
reference to a possible reverse split of your common stock to be effected at an indefinite
date.  Please advise us as to whether or not you intend to effe ct such a reverse split and
approximately when you expect it to take place.  If you are certain that you will initiate a
reverse stock split, please address this in your risk factor on pages 33 -34 and consider
including a discussion of it in your Business section and wherever else appropriate in
your submission.

Risk Factors
“We may need substantial additional capital in the future.  If additional capital is not available,
we will have to delay, reduce or cease operations,” page 12

7. Please expand the ris k factor discussion to indicate the anticipated time period for
completion of Phase 2b clinical trials and end of Phase 2 meeting with the FDA.

Tim M. Mayleben
Esperion Therapeutics, Inc.
May 8, 2013
Page 3

 “Raising additional capital may cause dilution to our existing shareholders, restrict our
operations or re quire us to relinquish rights,” page 32

8. Please expand both the sub -caption and body of this risk factor to reflect that your
investors will experience immediate dilution stemming from the difference in the public
offering price and the pro forma net tangi ble book value per share of your common stock.

“We have operated as a private company and have no experience attempting to comply with
public company reporting and other obligations . . .,” page 33

9. Please include in this risk factor an estimate of the annual costs associated with your
reporting obligations.

Use of Proceeds, page 40

10. Please amend your disclosure to state the approximate dollar amount you intend to
allocate toward the clinical develo pment of ETC -1002 and clarify whether or not you
believe this amount will be sufficient to launch a Phase 3 trial.  In addition, please
provide more information about the other expenditures you intend to make and the
amounts to be allocated to each.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Research and Development Expenses , page 48

11. Please expand your tabular disclosure on page 49 to include research and development
costs incurred to date from the point in  time that you began tracking those costs by
program.

Emerging Growth Company Status, page 56

12. Please expand this discussion to include the other exemptions that are available to you,
such as the shareholder approval of executive compensation requirement s of Sections
14A(a) and (b) of the Securities Exchange Act of 1934.

Critical Accounting Policies and Significant Judgments and Estimates
Stock -Based Compensation & Warrant Liability
Significant Factors, Assumptions and Methodologies Used in Determining Fair Value , page 51

13. We have the following comments regarding your disclosure and accounting for stock -
based compensation:

 Since you have not disclosed an estimated offering price we are deferring a final
evaluation of stock compensation and other costs recognized until the estimated

Tim M. Mayleben
Esperion Therapeutics, Inc.
May 8, 2013
Page 4

 offering price is specified .  We may have further comment in this regard when the
amendment containing that information is filed ;

 Please provide a discussion of each significant factor contributing to the difference
betwee n the fair value as of the date of each grant and the  estimated IPO price range.
Please reconcile and explain the differences between the mid -point of your estimated
offering price range and the fair v alues included in your analysis; and

 Once the IPO pri ce is disclosed, we will assess your accounting for convertible equity
and debt issuances.

Business
ETC -1002, page 64

14. In this discussion, please state expressly whether the research you have performed and
the discoveries you have made into inhibiting ACL and activating AMPK provides
conclusive evidence that ETC -1002 is differentiated from statins and has the therapeutic
effects  you cite in your dis closure. If controversy remains in the medical and/or scientific
community as to any of your hypotheses, you should amend your disclosure to note this
and to discuss any potential ramifications, particularly how these uncertainties cast doubt
upon the poss ibility of developing ETC -1002.  To the extent appropriate, any such
controversies should also be addressed in your prospectus summary and in an
independent risk factor.

Shares Eligible for Future Sale, page 120

15. Please file as an exhibit a form of the Lock -Up Agreement entered into between you and
your directors, executive officers, and certain shareholders.

Financial Statements
Notes to Financial Statements
8. Fair Value Measurements, page F -15

16. You disclose th at the fair value of your warrant  liabilities  increased by $32,367 during
2012.  However, since the value of the warrant liability decreased and you recognized
income due to the decrease in the value of the warrant liability you should have described
the c hange in the fair value of the warrant liability as a decrease.  Please revise.

If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Tim M. Mayleben
Esperion Therapeutics, Inc.
May 8, 2013
Page 5

 Please keep in mind that we may publicly post filing review correspondence in
accordance with  our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please pr operly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You may contact James Peklenk at (202) 551 -3661 or Gus Rodriguez at (202) 551 -3752
if you have qu estions regarding comments on the financial statements and related matters.
Please contact Scot Foley at (202) 551 -3383, John Krug at (202) 551 -3862 or me at (202) 551 -
3715 with any other questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Mitchell S. Bloom, Esq.
 Arthur R. McGivern, Esq.
Goodwin Procter LLP
Exchange Place
53 State Street
Boston, MA 02109