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Esperion Therapeutics, Inc.
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Esperion Therapeutics, Inc.
Response Received
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SEC wrote to company
2022-04-22
Esperion Therapeutics, Inc.
Summary
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2022-04-22
Esperion Therapeutics, Inc.
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Esperion Therapeutics, Inc.
Response Received
1 company response(s)
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SEC wrote to company
2016-01-14
Esperion Therapeutics, Inc.
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2016-01-14
Esperion Therapeutics, Inc.
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Esperion Therapeutics, Inc.
Response Received
2 company response(s)
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SEC wrote to company
2013-06-03
Esperion Therapeutics, Inc.
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2013-06-21
Esperion Therapeutics, Inc.
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2013-06-21
Esperion Therapeutics, Inc.
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Esperion Therapeutics, Inc.
Awaiting Response
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SEC wrote to company
2013-05-08
Esperion Therapeutics, Inc.
Summary
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Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 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 |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 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 |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 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