ESPR Filings — Esperion Therapeutics, Inc.

ESPR Filings — Esperion Therapeutics, Inc. - FilingSpy

10-Q · Quarter ended Mar 31, 2026 · SEC filing ↗

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Original filing text

Management's Discussion and Analysis

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and other filings that we make with the Securities and Exchange Commission (the "SEC"). Forward-Looking Statements This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are based on our management’s belief and assumptions and on information currently available to management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events, including our marketing strategy, expectations regarding our ability to complete the transactions contemplated by the Merger Agreement, including the timing thereof, the parties’ ability to satisfy the conditions set forth in the Merger Agreement, the potential effects of the pending Merger on us and the potential to achieve milestones related to contingent payments under the CVR, expectations regarding our ability to continue integrating Corstasis into our business, to commercialize Enbumyst, and to realize the anticipated benefits of the acquisition and the prospects associated with Enbumyst, including the potential size of the congestive heart failure market opportunity, clinical development and commercialization plans, or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, including in relation to our ability to remediate the material weakness in our internal control over financial reporting, the clinical development, commercialization plans, timing, designs and plans for the CLEAR Outcomes study and its results, plans for potential future product candidates and expectations regarding future transactions to further improve our balance sheet to be materially different from any future results, performance or achievements, including in relation to the clinical development, commercialization plans, net sales profitability, growth of our commercial products, clinical activities, commercial development plans, the outcomes and anticipated benefits of legal proceedings and settlements, expressed or implied by these forward-looking statements. Forward-looking statements are often identified by the use of words such as, but not limited to, “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other similar terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and that could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those referred to or discussed in or incorporated by reference into the section titled “Risk Factors” included in Item 1A of Part II of this Quarterly Report on Form 10-Q. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Unless the context requires otherwise, we use the terms "Esperion," “we,” “us,” “our,” or the "Company” in this Quarterly Report on Form 10-Q to refer to Esperion Therapeutics, Inc. Overview Corporate Overview We are a commercial stage biopharmaceutical company currently focused on bringing new medicines to patients that address unmet medical needs. We have developed and are commercializing U.S. Food and Drug Administration, or FDA, approved oral, once-daily, non-statin medicines for patients who are at risk for cardiovascular disease, or CVD, and are struggling with elevated low-density lipoprotein cholesterol, or LDL-C. Through commercial execution, product acquisitions, international partnerships and collaborations, and advancement of our pre-clinical pipeline, we continue to evolve into a leading global biopharmaceutical company. Our lead products NEXLETOL® (bempedoic acid) tablets and NEXLIZET® (bempedoic acid and ezetimibe) tablets are oral, once-daily, non-statin medicines indicated to reduce the risk of myocardial infarction and coronary revascularization in adults who are unable or unwilling to take recommended statin therapy (including those not taking a statin) with established 27 Table of Contents CVD, or at high risk for a CVD event but without established CVD, and to reduce LDL-C in adults with primary hyperlipidemia. Our products were approved by the FDA, the European Commission, or EC (which, with respect to the UK, has been converted to a UK marketing authorization), and Swiss Agency for Therapeutic Products, or Swissmedic in 2020. The FDA approved expanded indications for NEXLETOL and NEXLIZET tablets in March 2024. The EC approved expanded indications for NILEMDO® (bempedoic acid) tablets and NUSTENDI® (bempedoic acid and ezetimibe) tablets in May 2024. Otsuka Pharmaceutical Co., Ltd., or Otsuka, our Japanese collaborator, received approval from the Japanese Ministry of Health, Labour and Welfare to market NEXLETOL as a treatment for hypercholesterolemia and familial hypercholesterolemia in September 2025, with National Health Insurance, or NHI, pricing received in the fourth quarter of 2025. We filed supplemental NDAs for product approvals in Canada in November 2024, with NEXLETOL approval in the fourth quarter of 2025 and NEXLIZET approval expected in first half of 2026. Our collaboration partners filed in Israel in March 2025, with expected approval in the first half of 2026, and in Australia in July 2025, with expected approval in the fourth quarter of 2026. On March 2, 2026, we entered into the Corstasis Merger Agreement with Corstasis, Merger Sub and certain other parties described therein. Pursuant to the Corstasis Merger Agreement, on April 2, 2026, we completed the Corstasis Merger. The aggregate up-front consideration for the Transactions was $75,000,000 in cash, subject to customary adjustments and a post-closing purchase price adjustment. In addition, the equityholders of Corstasis are entitled to receive: (i) milestone payments up to an aggregate amount equal to $180,000,000 if certain regulatory approval or commercial sales milestones are achieved and (ii) royalty and licensing-revenue-derived payments in connection with the Company’s (or its sublicensees’) future sales of certain products. Through this acquisition, the Company has acquired Corstasis, the developer and commercial sponsor of Enbumyst, the first and only FDA-approved nasal spray loop diuretic. Enbumyst received FDA approval in September 2025 for the treatment of edema associated with congestive heart failure, as well as hepatic and renal disease in adults. On May 1, 2026, we entered into the Merger Agreement with Parent and MergerCo, pursuant to which, subject to the terms and conditions thereof, MergerCo will merge with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock (i) owned by Parent or MergerCo, (ii) owned by the Company as treasury shares or (iii) held by any person who properly exercises appraisal rights under Delaware law), will be converted into the right to receive (A) the Per Share Cash Consideration, plus (B) one contractual contingent value right per share, representing the right to participate in contingent payments in cash, without interest, upon the achievement of certain milestones as set forth in the CVR Agreement, on the terms and subject to the conditions set forth in the Merger Agreement and the CVR Agreement. Each CVR will entitle the holder to its pro rata share, in cash, of contingent payments of up to an additional $100,000,000 in the aggregate, without interest and less any applicable tax withholding, upon the achievement of specified milestones during the applicable milestone periods as set forth in the CVR Agreement. Consummation of the Merger is subject to the approval of the Company’s stockholders and other customary closing conditions. The Merger is expected to close in the third quarter of 2026. We were incorporated in Delaware in January 2008, and commenced our operations in April 2008. Since our inception, we have focused substantially all of our efforts and financial resources on developing and commercializing bempedoic acid and the bempedoic acid / ezetimibe tablet. In February 2020, the FDA approved NEXLETOL and NEXLIZET. NEXLETOL was commercially available in the U.S. on March 30, 2020 and NEXLIZET was commercially available in the U.S. on June 4, 2020. While we began to generate revenue from the sale of our products in 2020, we have funded our operations to date primarily through proceeds from sales of preferred stock, convertible promissory notes and warrants, public offerings of common stock and warrants, the incurrence of indebtedness, through collaborations with third parties and revenue interest and royalty interest purchase agreements. We have incurred losses in each year since our inception. We have never been profitable. Our net loss was $25.2 million for the three months ended March 31, 2026. Our net loss was $40.5 million for the three months ended March 31, 2025. Substantially all of our net losses resulted from costs incurred in connection with research and development programs and selling, general and administrative costs associated with our operations. We expect to incur expenses and operating losses for the immediate future in connection with our ongoing activities, including, among others: •commercializing NEXLETOL and NEXLIZET in the U.S.; and •pursuing other research and development activities. Accordingly, we may need additional financing to support our continuing operations and further the development and commercialization of our products. We may seek to fund our operations and further development activities through collaborations with third parties, strategic alliances, licensing arrangements, permitted debt financings, permitted royalty-based financings, permitted public or private equity offerings or through other sources. Adequate additional financing may not be available to us when needed or on acceptable terms, or at all. Our failure to raise capital as and when needed would have a 28 Table of Contents material adverse effect on our financial condition and our ability to pursue our business strategy or continue operations. We will need to generate significant revenues to achieve profitability, and we may never do so. Product Overview NEXLETOL is a first-in-class ATP Citrate Lyase, or ACLY, inhibitor that lowers LDL-C and cardiovascular risk by reducing cholesterol biosynthesis and up-regulating LDL receptors. Completed Phase 3 studies whose primary endpoint was LDL-C lowering were conducted in more than 3,000 patients, with over 2,000 patients treated with NEXLETOL, and demonstrated an average 18% placebo corrected LDL-C lowering when used in patients on moderate or high-intensity statins. The completed Phase 3 Cholesterol Lowering via Bempedoic acid, an ACL-Inhibiting Regimen (CLEAR) Outcomes trial in patients unwilling or unable to take statins and who had, or were at high risk for, CVD demonstrated on average a 20% placebo corrected LDL-C reduction, and a resulting 13% lower risk of major cardiovascular events versus placebo. NEXLETOL was approved by the FDA in February 2020, with the label expanded to include an indication for cardiovascular risk reduction March 2024, and received a subsequent update to the cardiovascular risk reduction indication in November 2025 to encompass all components of the primary composite endpoint from CLEAR Outcomes. NEXLIZET contains bempedoic acid and ezetimibe and lowers elevated LDL-C through complementary mechanisms of action by inhibiting cholesterol synthesis in the liver and cholesterol absorption in the intestine. Phase 3 data demonstrated NEXLIZET lowered LDL-C by a mean of 38% compared to placebo when added on to maximally tolerated statins. NEXLIZET was approved by the FDA in February 2020, with the label expanded to include an indication for cardiovascular risk reduction in March 2024, and received a subsequent update to the cardiovascular risk reduction indication in November 2025 to encompass all components of the primary composite endpoint from CLEAR Outcomes. NILEMDO is a first-in-class ACLY inhibitor that lowers LDL-C and cardiovascular risk by reducing cholesterol biosynthesis and up-regulating the LDL receptors. NILEMDO was approved by the EC in March 2020 for use in adults with primary hypercholesterolemia (heterozygous familial and non-familial) or mixed dyslipidemia, as an adjunct to diet in combination with a statin or statin with other lipid-lowering therapies in patients unable to reach LDL-C goals with the maximum tolerated dose of a statin, or alone or in combination with other lipid-lowering therapies as an adjunct to diet in adult patients who are statin-intolerant, or for whom a statin is contraindicated. In May 2024, the EC approved an expanded indication for NILEMDO to reduce cardiovascular risk in patients with or at high risk for ASCVD. NUSTENDI contains bempedoic acid and ezetimibe and lowers elevated LDL-C through complementary mechanisms of action by inhibiting cholesterol synthesis in the liver and cholesterol absorption in the intestine. NUSTENDI was approved by the EC in March 2020 for use in adults with primary hypercholesterolemia (heterozygous familial and non-familial) or mixed dyslipidemia, as an adjunct to diet in combination with a statin in adult patients unable to reach LDL-C goals with the maximum tolerated dose of a statin in addition to ezetimibe, alone in patients who are either statin-intolerant or for whom a statin is contraindicated, and are unable to reach LDL-C goals with ezetimibe alone, or as an adjunct to diet in adult patients already being treated with the combination of bempedoic acid and ezetimibe as separate tablets with or without statin. In May 2024, the EC approved an expanded indication for NUSTENDI to reduce cardiovascular risk in patients with or at high risk for ASCVD. During the three months ended March 31, 2026, we incurred $3.0 million in expenses related to ongoing clinical studies, including our pediatric program. During the three months ended March 31, 2025, we incurred $4.0 million in expenses related to ongoing clinical studies. Financial Operations Overview Product sales, net Product sales, net is related to our sales of NEXLETOL and NEXLIZET. NEXLETOL and NEXLIZET were commercially available in the U.S. on March 30, 2020 and June 4, 2020, respectively. Collaboration revenue Collaboration revenue is related to our collaboration agreements with Daiichi Sankyo Europe GmbH, or DSE, Otsuka, and Daiichi Sankyo Co. Ltd, or DS, and our other ex-U.S. collaboration partners. Collaboration revenue for the three months ended March 31, 2026 and 2025 was primarily related to sales of bulk tablets, finished product and active pharmaceutical ingredient, or API, under our supply agreements and royalty revenue received from our collaboration partners. Under contracted supply 29 Table of Contents agreements with ex-U.S. collaborators, we may manufacture and supply quantities of API, finished product or bulk tablets reasonably required by ex-U.S. collaboration partners for the development or sale of licensed products in their respective territory. We recognize revenue when the collaboration partner has obtained control of the API, finished product, or bulk tablets. We also receive royalties from the commercialization of such products, and record our share of the variable consideration, representing a percentage of net product sales, as collaboration revenue in the period in which such underlying sales occur and costs are incurred by the collaborators. Cost of Goods Sold Cost of goods sold is related to our net product sales of NEXLETOL and NEXLIZET and our supply agreements with our collaboration partners. Research and Development Expenses Our research and development expenses consist primarily of costs incurred in connection with the development of bempedoic acid and the bempedoic acid / ezetimibe combination tablet and any other product candidate we may choose to pursue, which include: •expenses incurred under agreements with consultants, contract research organizations, or CROs, and investigative sites that conduct our preclinical and clinical studies; •the cost of acquiring, developing and manufacturing clinical study materials and commercial product manufacturing supply prior to product approval, including the procurement of ezetimibe in our continued development of our bempedoic acid / ezetimibe combination tablet; •employee-related expenses, including salaries, benefits, stock-based compensation and travel expenses; •allocated expenses for rent and maintenance of facilities, insurance and other supplies; and •costs related to compliance with regulatory requirements. We expense research and development costs as incurred. To date, substantially all of our research and development work has been related to bempedoic acid and the bempedoic acid / ezetimibe combination tablet and our early-stage pipeline assets. Costs for certain development activities, such as clinical studies, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations or information provided to us by our vendors. Our direct research and development expenses consist principally of external costs, such as fees paid to investigators, consultants, central laboratories and CROs in connection with our clinical studies. We do not allocate acquiring and manufacturing clinical study materials, salaries, stock-based compensation, employee benefits or other indirect costs related to our research and development function to specific programs. We will continue to incur research and development expenses as they relate to other development programs or additional indications we choose to pursue such as the development of our next generation ACLY inhibitors. We expect research and development expenses to remain consistent in 2026 as we continue our phase III pediatric trial and continue progressing our preclinical pipeline. We cannot determine with certainty the duration and completion costs associated with the ongoing or future clinical studies of bempedoic acid and the bempedoic acid / ezetimibe combination tablet or any other product candidate we may choose to pursue. The duration, costs and timing associated with the development of bempedoic acid and the bempedoic acid / ezetimibe combination tablet will depend on a variety of factors, including uncertainties associated with the results of our clinical studies and our ability to obtain regulatory approval outside the U.S., Europe, Japan, and other currently approved countries. For example, if a regulatory authority were to require us to conduct clinical studies beyond those that we currently anticipate will be required for the completion of clinical development or post-commercialization clinical studies of bempedoic acid or the bempedoic acid / ezetimibe combination tablet, we could be required to expend significant additional financial resources and time on the completion of clinical development or post-commercialization clinical studies of bempedoic acid and the bempedoic acid / ezetimibe combination tablet. 30 Table of Contents Selling, General and Administrative Expenses Selling, general and administrative expenses primarily consist of salaries and related costs for personnel, including stock-based compensation, associated with our sales, executive, accounting and finance, commercial, operational and other administrative functions. Other general and administrative expenses include costs of programs necessary for the general conduct of our business, including costs associated with the commercialization of NEXLETOL and NEXLIZET, selling expenses, facility-related costs, communication expenses and professional fees for legal, patent prosecution, protection and review, consulting and accounting services. We expect our selling, general and administrative expenses to increase slightly in 2026 compared to 2025 with the addition of ENBUMYST initiatives and the expanded commercialization initiatives for NEXLETOL and NEXLIZET and increases in our associated headcount to expand our sales team. Interest Expense Interest expense is related to our royalty purchase agreement, or Royalty Purchase Agreement, with OCM IP Healthcare Portfolio LP, or OMERS, entered into on June 27, 2024, our $150.0 million term loan, or Loan, entered into on December 13, 2024, and our convertible notes. Other Income, Net Other income, net, primarily relates to interest income and includes income related to the sale of leased vehicles. Critical Accounting Policies and Significant Judgments and Estimates Our discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in our financial statements. We evaluate our estimates and judgments on an ongoing basis, including those related to our net product sales and royalty purchase agreement. We base our estimates on historical experience, known trends and events, contractual milestones and other various factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions. There have been no other material changes to the significant accounting policies previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Results of Operations Comparison of the Three Months Ended March 31, 2026 and 2025 Three Months Ended March 31, 2026 2025 Change (unaudited, in thousands) Revenue: Product sales, net $ 43,391 $ 34,913 $ 8,478 Collaboration revenue 36,713 30,082 6,631 Operating Expenses: Cost of goods sold 34,573 31,538 3,035 Research and development 8,988 12,557 (3,569) Selling, general and administrative 43,124 42,996 128 Loss from operations (6,581) (22,096) 15,515 Interest expense (19,798) (19,431) (367) Other income, net 1,183 1,072 111 Net loss $ (25,196) $ (40,455) 15,259 31 Table of Contents Product sales, net Product sales, net for the three months ended March 31, 2026 was $43.4 million compared to $34.9 million for the three months ended March 31, 2025, an increase of $8.5 million. The increase is primarily due to prescription growth volumes of NEXLETOL and NEXLIZET compared to the first quarter of 2025. Collaboration revenue Collaboration revenue recognized from our collaboration agreements for the three months ended March 31, 2026 was $36.7 million compared to $30.1 million for the three months ended March 31, 2025, an increase of $6.6 million. The increase is due to increased royalty sales growth within our partner territories. Cost of goods sold Cost of goods sold for the three months ended March 31, 2026 was $34.6 million compared to $31.5 million for the three months ended March 31, 2025, an increase of approximately $3.1 million. The increase is primarily related to an increase in selling costs for certain inventory, resulting in an increase in the inventory reserves, partially offset by production related write-offs in the three months ended March 31, 2025. Research and development expenses Research and development expenses for the three months ended March 31, 2026, were $9.0 million, compared to $12.6 million for the three months ended March 31, 2025, a decrease of $3.6 million. The decrease in research and development expenses was primarily attributable to timing on our ongoing clinical studies and preclinical studies. Selling, general and administrative expenses Selling, general and administrative expenses for the three months ended March 31, 2026, were $43.1 million, compared to $43.0 million for the three months ended March 31, 2025, an increase of $0.1 million. The increase in selling, general and administrative expenses was primarily attributable to increased legal costs associated with the ANDA litigation and increased media costs offset partially by a decrease in compensation costs. Interest expense Interest expense for the three months ended March 31, 2026, was $19.8 million, compared to $19.4 million for the three months ended March 31, 2025, an increase of $0.4 million. Interest expense for the three months ended March 31, 2026 and 2025 was related to our royalty sale liability, Loan and convertible notes and the associated amortization of debt issuance costs and original issue discounts. The increase in interest expense was primarily attributable to interest on our royalty sale liability and Loan, partially offset by lower convertible debt interest due to the payback of our 2020 Notes in November 2025. Other income, net Other income, net for the three months ended March 31, 2026, was $1.2 million, compared to $1.1 million for the three months ended March 31, 2025, an increase of $0.1 million. This increase was primarily due to higher interest income due to higher cash and cash equivalents. Liquidity and Capital Resources While we began to generate revenue from the sales of our products in 2020, we have funded our operations to date primarily through proceeds from sales of preferred stock, convertible promissory notes and warrants, public offerings of common stock and warrants, the incurrence of indebtedness, milestone payments from collaboration agreements, and our revenue interest and royalty purchase agreements. Pursuant to the license and collaboration agreements with DSE, DS, and Otsuka, we are eligible for substantial additional sales and regulatory milestone payments and royalties. 32 Table of Contents On October 7, 2025, we entered into an underwriting agreement, or the 2025 Underwriting Agreement, with Piper Sandler & Co. and Cantor Fitzgerald & Co., as representative of the several underwriters, or the 2025 Underwriters, related to an underwritten public offering, or the 2025 Offering, of 30,000,000 shares our Common Stock, at a public offering price of $2.50 per share. In addition, under the terms of the 2025 Underwriting Agreement, the underwriters were granted a 30-day option to purchase up to an additional 4,500,000 shares of Common Stock, at the public offering price. On October 10, 2025, the underwriters gave notice to the Company of their partial election exercise the underwriters' option to purchase 1,065,000 additional shares, which closed on October 14, 2025. Giving effect to the partial exercise of underwriters' option, the Company issued an aggregate of 31,065,000 shares of Common Stock in the 2025 Offering, with net proceeds to the Company of approximately $72.6 million, after deducting the underwriting discount and offering expenses of approximately $5.1 million. On February 21, 2023, we entered into a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co., as sales agent, to provide for the issuance and sale by us of up to $70.0 million of shares of our common stock from time to time in “at-the-market” offerings, or the 2023 ATM Program, pursuant to our existing Form S-3 and the prospectus supplement filed on February 21, 2023. During the year ended December 31, 2025, we issued 7,661,505 shares of common stock resulting in net proceeds of approximately $15.4 million after deducting approximately $0.4 million of commissions and other expenses, pursuant to the 2023 ATM Program. On April 2, 2026, or the Closing Date, we entered into the First Amendment to Credit Agreement, or the Amendment, amending that certain Credit Agreement, dated as of December 13, 2024. The Amendment, among other things, provides for the incurrence of additional term loans in an aggregate principal amount of $25.0 million to be used, among other things, to finance a portion of the Company's acquisition of Corstasis, which included an upfront payment of $75.0 million on April 2, 2026. Amounts available under the First Amendment Term Loans were borrowed in full on the Closing Date. The First Amendment Term Loans bear the same terms as the outstanding term loans under the Existing Credit Agreement. On the Closing Date, the Company entered into a Royalty Purchase Agreement with Athyrium Opportunities IV Acquisition LP, or the Purchaser. Pursuant to the Purchase Agreement, the Purchaser purchased for $50.0 million a portion of the royalties payable to the Company on net sales of Bempedoic Acid (as defined in the License and Collaboration Agreement) and any other Licensed Products (as defined in the License and Collaboration Agreement) in the Otsuka Territory (as defined in the License and Collaboration Agreement), and of the regulatory and commercial milestones payable, in each case, pursuant to the License and Collaboration Agreement dated as of April 17, 2020, between Otsuka and the Company, as amended. The Purchaser acquired 100% of the Receivables until such time as the Purchaser receives an aggregate amount equal to $100.0 million. Following receipt of such amount, 100% of all Receivables will revert to the Company. We anticipate that we will incur operating losses for the immediate future as we continue to incur substantial expenses related to the ongoing commercialization of NEXLETOL and NEXLIZET, the integration of Corstasis and ongoing commercialization of Enbumyst, and expenses associated with our research and development activities. We anticipate that our current cash and cash equivalents, expected future net product sales of NEXLETOL and NEXLIZET, and expected future revenue under our collaboration agreements is sufficient to fund continuing operations for the foreseeable future. As of March 31, 2026, our primary sources of liquidity were our cash and cash equivalents which totaled $156.2 million and does not include the net cash received from the Amendment to the Credit Agreement or Royalty Purchase Agreement with the Purchaser or the net cash up-front consideration paid to Corstasis for the transactions from the Corstasis Merger Agreement, as described above. We invest our cash equivalents in highly liquid, interest-bearing investment-grade securities to preserve principal. The following table summarizes the primary sources and uses of cash for the periods presented below: Three Months Ended March 31, 2026 2025 (in thousands) Net cash used in operating activities $ (27,722) $ (22,628) Net cash used in investing activities (189) — Net cash provided by (used in) financing activities 16,217 (7,500) Net decrease in cash and cash equivalents $ (11,694) $ (30,128) Operating Activities We have incurred and expect to continue to incur, significant costs related to the commercialization of NEXLETOL and NEXLIZET and related to ongoing research and development, regulatory and other clinical study costs associated with the development of bempedoic acid and the bempedoic acid / ezetimibe combination tablet and our early stage pipeline assets. 33 Table of Contents Net cash used in operating activities totaled $27.7 million and $22.6 million for the three months ended March 31, 2026 and 2025 consisted primarily of net product sales of NEXLETOL and NEXLIZET and collaboration revenue fully offset by cash used to fund the commercialization activities of NEXLETOL and NEXLIZET and the research and development costs related to bempedoic acid and the bempedoic acid / ezetimibe combination tablet and our other early stage pipeline assets, adjusted for non-cash items such as royalty revenue paid or to be paid to OMERS, stock-based compensation expense, interest expense related to our royalty sale agreement, amortization of issuance costs on our convertible notes, depreciation and amortization and changes in working capital, including increases in prepaid inventory. Investing Activities Net cash used in investing activities of $0.2 million for the three months ended March 31, 2026 consisted of purchases of property, plant, and equipment. There was no cash used in or provided by investing activities for the three months ended March 31, 2025. Financing Activities Net cash provided by financing activities of $16.2 million for the three months ended March 31, 2026 related to cash received from the exercise of our warrants. Net cash used in financing activities of $7.5 million for the three months ended March 31, 2025 related primarily to payments of issuance costs on our December 2024 Credit Agreement and Exchange Transaction. On October 7, 2025, we entered into the 2025 Underwriting Agreement with Piper Sandler & Co. and Cantor Fitzgerald & Co., as representatives of the underwriters, pursuant to which we issued and sold an aggregate of 31,065,000 shares of Common Stock, which includes the partial exercise of the underwriters’ option to purchase 1,065,000 additional shares, at the public offering price of $2.50 per share. As a result of the Offering, we received approximately $72.6 million in net proceeds, after deducting the underwriting discount and offering expenses of approximately $5.1 million. On December 13, 2024, we entered into a credit agreement, or the Credit Agreement, with GLAS USA LLC, as administrative agent, and Athyrium Opportunities IV Co-Invest 1 LP, HCR Stafford Fund II, L.P., HCR Potomac Fund II, L.P. and HCRX Investments HoldCo, L.P., as the initial lenders party thereto. The Credit Agreement provides for a $150.0 million term loan, or the Loan, which was borrowed in full at closing. Proceeds from the Loan were used repay a portion of the outstanding obligations under our 2025 Notes, and to pay an original issue discount of $3.8 million and fees and expenses in connection with the Credit Agreement of $5.4 million. The Loan will bear interest at an annual rate of 9.75% if paid in cash, and 11.75% if paid-in-kind. At the Company's option, interest on the Loan could be paid-in-kind for the first four full fiscal quarters ending after the closing date. As the Company elected to have interest on the loan paid-in-kind for the quarter ended June 30, 2025 and for the quarter ended September 30, 2025, $9.1 million was added to the principal balance of the Loan. The Credit Agreement requires quarterly interest-only payments for the first four years after the closing date and, thereafter, the Loan will partially amortize in quarterly principal payments of 12.5%, with the outstanding balance to be repaid on the maturity date of December 13, 2029. Subsequent to the quarter ended March 31, 2026, on April 2, 2026, we entered into the First Amendment to Credit Agreement, or the Amendment. The Amendment, among other things, provides for the incurrence of additional term loans in an aggregate principal amount of $25.0 million. After giving effect to the Amendment, future payments under the Loan are expected to be annual interest of $18.2 million, $23.0 million in principal in the year ended December 31, 2028, and the remaining approximately $161.1 million in principal in the year ended December 31, 2029. On June 27, 2024, we entered into a Royalty Purchase Agreement, or the Purchase Agreement, with OMERS. Pursuant to the Purchase Agreement, we sold a portion of the royalties payable on net sales of Bempedoic Acid from our collaboration partner DSE. Pursuant to the Purchase Agreement, we received $304.7 million, less issuance costs. OMERS acquired 100% of the Royalty Interests until such time as they have received an aggregate amount equal to 1.7x of the Purchase Price (equivalent to approximately $517.9 million). Following receipt of such amount, 100% of all Royalty Interests will revert to the Company. Through March 31, 2026, the royalties recognized and settled to the Purchaser was $99.6 million. The Company expects future royalties to OMERS may range from $80.7 million in the next year to a maximum total payment of approximately $337.6 million beyond one year. A significant increase or decrease in future royalties will materially impact the royalty sale liability, interest expense and the time period for repayment. Refer to Note 8 "Sale of Future Royalties" in our condensed financial statements included in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 for further information. On March 22, 2023, we issued and sold, in a registered direct offering, or the Registered Direct Offering, 12,205,000 shares of our common stock, pre-funded warrants to purchase up to an aggregate of 20,965,747 shares of our common stock, in lieu of shares of our common stock, and warrants to purchase up to 33,170,747 shares of our common stock. The combined purchase price of each share of common stock and accompanying warrant was $1.675 per share. The purchase price of each pre-funded warrant and the accompanying warrant was $1.674 (equal to the combined purchase price per share of common stock and accompanying warrant, minus $0.001). In connection with the Registered Direct Offering, we amended certain existing warrants to purchase up to an aggregate of 9,024,212 shares of our common stock that were previously issued in 34 Table of Contents December 2021 at an exercise price of $9.00 per share and had an expiration date of December 7, 2023, such that the amended warrants have a reduced exercise price of $1.55 per share and expire three and one half years following the closing of the Registered Direct Offering, for additional consideration of $0.125 per amended warrant. The amended warrants are immediately exercisable and will expire on September 22, 2026, which may provide us with additional funding, if such amended warrants are exercised by their holders. Each pre-funded warrant is exercisable for one share of our common stock at an exercise price of $0.001 per share. The pre-funded warrants were immediately exercisable and could be exercised at any time. As of March 31, 2026, no pre-funded warrants were outstanding as all were exercised during the year ended 2023. We received net proceeds of approximately $51.3 million related to the Registered Direct Offering after deducting placement agent fees and related offering expenses of $4.2 million, and we received approximately $1.1 million in connection with the amended warrants after deducting placement fees of $0.1 million. During the three months ended March 31, 2026, 11,250,000 warrants were exercised for $16.2 million in net proceeds, after issuance fees. During the three months ended March 31, 2025, no warrants were exercised. On December 17, 2024, we entered into an Exchange Agreement where we repaid $210.1 million aggregate principal amount of our $265.0 million 2025 Notes and associated accrued interest. Payments under the 4.00% 2025 Notes after the Exchange Transaction included annual interest of $2.2 million and a principal payment of $54.9 million. In November 2025, we repaid the 2025 Notes in full and have no future payments. Refer to Note 9 "Debt" in our condensed financial statements appearing elsewhere in this Quarterly Report on Form 10-Q. On December 17, 2024, we issued $100.0 million aggregate principal amount of 5.75% convertible senior subordinated notes due 2030 to certain financial institutions as the initial purchasers of the convertible notes, or 2030 Notes. Future payments under the 2030 Notes include annual interest of approximately $5.8 million and a principal payment of $100.0 million in 2030. Refer to Note 9 "Debt" in our condensed financial statements appearing elsewhere in this Quarterly Report on Form 10-Q. On February 21, 2023, we entered into a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co., as sales agent, to provide for the issuance and sale by us of up to $70.0 million of shares of our common stock from time to time in “at-the-market” offerings, or the 2023 ATM Program, pursuant to our shelf registration statement on Form S-3 (File No. 333-286631) filed with the SEC on April 18, 2025, including the sales agreement prospectus contained therein, as declared effective by the SEC on April 29, 2025. No shares were issued from the 2023 ATM in the three months ended March 31, 2026 and 2025. We may continue to use the 2023 ATM Program to address potential short-term or long-term funding requirements that may arise. Such program will continue to be subject to the volatility of the price of our common stock and general market conditions. Plan of Operations and Funding Requirements We expect to continue to incur expenses and operating losses for the immediate future in connection with our continued commercialization activities associated with NEXLETOL and NEXLIZET in the U.S., as well as the integration of Corstasis, the ongoing commercialization of Enbumyst, and efforts to realize anticipated growth opportunities and synergies. Pursuant to the license and collaboration agreements with DSE, Otsuka, and DS, we are eligible for substantial additional sales and regulatory milestone payments and royalties. We estimate that current cash resources, proceeds to be received in the future for product sales and proceeds under the collaboration agreements with DSE, DS and Otsuka are sufficient to fund operations for the foreseeable future. We have based these estimates on assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect. Because of the numerous risks and uncertainties associated with the development and ongoing commercialization of bempedoic acid and the bempedoic acid / ezetimibe combination tablet and the extent to which we entered and may enter into collaborations with pharmaceutical partners regarding the development and commercialization of bempedoic acid and the bempedoic acid / ezetimibe combination tablet, we are unable to estimate the amounts of increased capital outlays and operating expenses associated with completing the development and commercialization of bempedoic acid and the bempedoic acid / ezetimibe combination tablet. Our future funding requirements will depend on the outcome of the proposed Merger with Parent, as well as a number of other factors, including, but not limited to: •our ability to successfully develop and commercialize NEXLETOL, NEXLIZET and ENBUMYST or other product candidates; •the service and payment of potential debt maturities; •our ability to maintain existing collaborations and partnerships and our ability to establish any future collaboration or commercialization arrangements on favorable terms, if at all; •our expectations regarding the acquisition of Corstasis and the prospects associated with Enbumyst, including the potential size of the congestive heart failure market opportunity, as well as our ability to realize the anticipated benefits of the acquisition, which may not be achieved or may take longer than expected; 35 Table of Contents •our ability to continue to integrate Corstasis within our business, continue to commercialize Enbumyst, and to realize anticipated growth opportunities and synergies; •our ability to realize the intended benefits of our existing and future collaborations and partnerships, including receiving potential milestone payments from collaboration partners; •the timing and results of clinical trials and regulatory actions relating to our product candidates or those of our competitors; •our ability to expand and advance our pipeline through business development activities, including collaborations, licensing arrangements or other strategic transactions, and our ability to execute and realize the anticipated and potential benefits of any such transactions we may pursue; •developments or disputes concerning patent applications, issued patents or other proprietary rights, including challenges to the validity, scope or enforceability of our issued patents, litigation or other proceedings arising from ANDA filings or similar regulatory submissions, and our ability to defend and enforce our intellectual property rights; •delays or disruptions in review, approval, inspection, or other actions by the FDA or other applicable U.S. or foreign government regulatory authorities that could impact the timing, initiation, conduct, or completion of our clinical trials or marketing applications; •the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims; •the implementation of operational and financial information technology; and •the impact of macroeconomic and geopolitical developments, including inflationary pressures, interest rate fluctuations, military conflicts, such as the ongoing conflicts between Russia and Ukraine, the U.S. and Iran, and in the Middle East, capital market disruptions, disruptions of U.S. governmental agencies, whether from a future U.S. federal government shutdown or reduced resources, tariffs, trade protection measures, economic sanctions and related economic slowdowns or recessions, any of which could adversely affect our access to capital markets. Until such time, if ever, as we can generate substantial U.S. product revenues and collaboration royalties, we expect to finance our cash needs through a combination of collaborations with third parties, strategic alliances, licensing arrangements, debt financings, royalty-based financings and equity offerings or other sources. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances or licensing arrangements with pharmaceutical partners or royalty-based financing arrangements, such as the collaboration arrangement with DSE, Otsuka and DS, or our other ex-U.S. partners, or other similar arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams or grant licenses on terms that may not be favorable to us. Similarly, adverse macroeconomic conditions and market volatility resulting from global and national economic developments, political unrest, military conflicts, such as the ongoing conflicts between Russia and Ukraine, the U.S. and Iran, and in the Middle East, inflationary pressures, disruptions in capital markets, changes in international trade relationships, changes in or the disruptions of U.S. governmental agencies, whether from a future U.S. federal government shutdown or reduced resources, new laws and regulations or amendments to existing laws and regulations in the U.S. and foreign countries, trade protection measures, economic sanctions and economic slowdowns or recessions, including as a result of heightened geopolitical tensions or increasing concerns regarding a potential global recession, or other factors could materially and adversely affect our ability to consummate an equity or debt financing on favorable terms or at all. If we are unable to raise additional funds through equity or permitted debt financings or through collaborations, strategic alliances or licensing arrangements or royalty-based financing arrangements when needed and on favorable terms, if at all, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market bempedoic acid and the bempedoic acid / ezetimibe combination tablet that we would otherwise prefer to develop and market ourselves. We do not currently have, nor did we have during the periods presented, any off-balance sheet arrangements as defined by the SEC rules. 36 Table of Contents

Risk Factors

Except for the historical information contained herein or incorporated by reference, this Quarterly Report on Form 10-Q and the information incorporated by reference contains forward-looking statements that involve risks and uncertainties. These statements include projections about our accounting and finances, plans and objectives for the future, future operating and economic performance and other statements regarding future performance. These statements are not guarantees of future performance or events. Our actual results could differ materially from those discussed in this Quarterly Report on Form 10-Q. Factors that could cause or contribute to these differences include, but are not limited to, those discussed in Part I, Item 2 entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere throughout this Quarterly Report on Form 10-Q and in any documents incorporated in this Quarterly Report on Form 10-Q by reference. You should consider carefully the following risk factors, together with those set forth in Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in all of the other information included or incorporated in this Quarterly Report on Form 10-Q. The following risk factors represent new risk factors or those containing changes, including material changes, to the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. If any of the previously identified or following risks, either alone or taken together, or other risks not presently known to us or that we currently believe to not be significant, develop into actual events, then our business, financial condition, results of operations or prospects could be materially adversely affected. If that happens, the market price of our common stock could decline, and stockholders may lose all or part of their investment. Our payment obligations under the Credit Agreement with the lenders thereto may adversely affect our financial position or results of operations and our ability to raise additional capital which in turn may increase our vulnerability to adverse regulatory developments or economic or business downturns. On December 13, 2024, we entered into the Credit Agreement with GLAS USA LLC, as administrative agent, and Athyrium Opportunities IV Co-Invest 1 LP, HCR Stafford Fund II, L.P., HCR Potomac Fund II, L.P. and HCRX Investments HoldCo, L.P., as the initial lenders party thereto (the “Existing Credit Agreement”). On April 2, 2026 (the "Closing Date"), we entered into the First Amendment to Credit Agreement (the “Amendment”), amending the Credit Agreement. The loans provided under the Amendment bear the same terms as the outstanding term loans under the Existing Credit Agreement. On the Closing Date, the Company entered into a Royalty Purchase Agreement with Athyrium Opportunities IV Acquisition LP (the “Purchaser”). Pursuant to the Purchase Agreement, the Purchaser purchased for $50 million a portion of the royalties payable to the Company on net sales of Bempedoic Acid (as defined in the License and Collaboration Agreement) and any other Licensed Products (as defined in the License and Collaboration Agreement) in the Otsuka Territory (as defined in the License and Collaboration Agreement), and of the regulatory and commercial milestones payable, in each case, pursuant to the License and Collaboration Agreement dated as of April 17, 2020, between Otsuka Pharmaceutical Co., Ltd. and the Company, as amended. The Purchaser acquired 100% of the Receivables until such time as the Purchaser receives an aggregate amount equal to $100 million. Following receipt of such amount, 100% of all Receivables will revert to the Company. The Existing Credit Agreement provided for a $150.0 million term loan, or the Existing Loan, which was borrowed in full at the original closing on December 13, 2024. Proceeds from the Existing Loan were used to repay a portion of the outstanding obligations under the Company's existing $265.0 million aggregate principal amount 4.00% Convertible Senior Subordinated Notes due November 2025, or the 2025 Notes, and to pay fees and expenses in connection with the Credit Agreement. The Amendment, among other things, provides for the incurrence of additional term loans in an aggregate principal amount of $25 million which was used, among other things, to finance a portion of the acquisition of Corstasis. Amounts available under the Amendment were borrowed in full on the Closing Date. The Existing Loan, together with the loans under the Amendment, are collectively referred to herein as the “Loans”. See Note 9 "Debt" and Note 16 "Subsequent Events" in the notes to our financial statements included elsewhere in this Quarterly Report on Form 10-Q for a further discussion on the Credit Agreement and convertible notes. 39 Table of Contents The Credit Agreement, as amended, could have important negative consequences to the holders of our securities. For example, a portion of our cash flow from operations will be needed to pay certain interest to the Lenders and will not be available to fund future operations. Interest payments under the Credit Agreement, as amended, will increase our cash outflows. The Loans bear interest at an annual rate of 9.75% if paid in cash, and 11.75% if paid-in-kind. At our option, interest on the Loans may be paid-in-kind for the first four full fiscal quarters ending after the respective closing date. As we elected to have interest on the Existing Loan paid-in-kind for the quarter ended June 30, 2025 and for the quarter ended September 30, 2025, $9.1 million was added to the principal balance of the Existing Loan. The Credit Agreement, as amended, requires quarterly interest-only payments for the first four years after the Closing Date and, thereafter, the Loans will partially amortize in quarterly principal payments of 12.5%, with the outstanding balance to be repaid on the maturity date. Our future operating performance is subject to market conditions and business factors that are beyond our control. If our cash inflows and capital resources are insufficient to allow us to make required payments, we may have to reduce or delay capital expenditures, sell assets or seek additional capital. If we raise funds by selling additional equity, such sale would result in dilution to our stockholders. There is no assurance that if we are required to secure funding we can do so on terms acceptable to us, or at all. Failure to pay certain amounts when due would result in a default under the Credit Agreement, as amended, and result in foreclosure on certain of our assets which would have a material adverse effect. The Credit Agreement, as amended, contains a financial covenant to maintain minimum liquidity of $50.0 million. The Credit Agreement, as amended, contains affirmative and negative covenants customary for a senior secured loan. The negative covenants under the Credit Agreement, as amended, limit our ability and our subsidiaries to, among other things, dispose of assets, engage in mergers, acquisitions, and similar transactions, incur additional indebtedness, grant liens, make investments, pay dividends or make distributions or certain other restricted payments in respect of equity, prepay other indebtedness, enter into restrictive agreements, undertake fundamental changes or amend certain material contracts, in each case subject to certain exceptions. The Credit Agreement, as amended, also contains certain customary events of default, including, but not limited to, a failure to comply with the covenants therein. If an event of default has occurred and continues beyond any applicable cure period, the administrative agent or the required lenders may accelerate all outstanding obligations under the Credit Agreement, as amended, and/or exercise any other remedies provided under the loan documents. Any declaration by the Lenders of an event of default under the Credit Agreement, as amended, could significantly harm our financial condition, business and prospects and could cause the price of our common stock to decline. We may not realize the anticipated benefits of the acquisition of Corstasis, or those benefits may take longer to realize than expected. On April 2, 2026, we completed the acquisition of Corstasis. The success of the acquisition will depend, in part, on our ability to effectively integrate Corstasis into our business, continue to commercialize Enbumyst, and realize anticipated growth opportunities and synergies. The integration process may be complex, costly and time-consuming, and could result in disruptions to our existing operations, diversion of management attention and potential difficulties in retaining key personnel, partners and other business relationships. There can be no assurance that we will realize the anticipated benefits of the acquisition within the expected time frame or at all. As a result of the acquisition, we have assumed Corstasis’ liabilities and obligations, including legal, financial, regulatory and compliance matters, as well as post-approval regulatory requirements with respect to Enbumyst and obligations under supply, manufacturing and other material agreements. These obligations may require significant ongoing cost and investment, and if we have underestimated such costs or are unable to satisfy these obligations, our business, financial condition and results of operations could be adversely affected. In addition, we may be required to devote substantial resources to integration-related activities, which could cause us to forego or delay the pursuit of other opportunities. Further, the acquisition may expose us to unknown, contingent or other liabilities that we did not identify or fully assess prior to closing. Any such liabilities or problems could have an adverse effect on our business, financial condition and results of operations. Risks Related to the Merger and the Merger Agreement We may not complete the Merger with Parent within the timeframe we anticipate or at all, which could have an adverse effect on our business, financial results and/or operations. On May 1, 2026, we entered into the Merger Agreement with Parent, and MergerCo, pursuant to which, subject to the terms and conditions thereof, MergerCo will merge with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). Subject to the terms and conditions set forth in the Merger 40 Table of Contents Agreement, at the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock (i) owned by Parent or MergerCo, (ii) owned by the Company as treasury shares or (iii) held by any person who properly exercises appraisal rights under Delaware law), will be converted into the right to receive (A) the Per Share Cash Consideration, plus (B) one contractual contingent value right per share, representing the right to participate in contingent payments in cash, without interest, upon the achievement of certain milestones as set forth in the CVR Agreement. Each CVR will entitle the holder to its pro rata share, in cash, of contingent payments of up to an additional $100.0 million in the aggregate, without interest and less any applicable tax withholding, upon the achievement of specified milestones during the applicable milestone periods as set forth in the CVR Agreement. Consummation of the Merger is subject to the approval of the Company’s stockholders and other customary closing conditions. The Merger is expected to close in the third quarter of 2026. If the Merger is not completed within the expected timeframe or at all, we may be subject to a number of material risks in addition to the risks of continuing to operate our business. The price of our common stock may decline to the extent that current market prices of our common stock reflect a market assumption that the Merger will be completed on a timely basis. We could be required to pay Parent a termination fee in the amount of $34,154,539 if the Merger Agreement is terminated under specified circumstances, including termination by the Company in order to enter into an acquisition agreement providing for a Superior Proposal (as defined in the Merger Agreement). The failure to complete the transaction also may result in negative publicity and negatively affect our relationship with our stockholders, employees, strategic partners and suppliers. We may also be required to devote significant time and resources to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement. Our ability to complete the Merger is subject to certain closing conditions and the receipt of consents and approvals from our stockholders and government entities that may impose conditions that could adversely affect us or cause the Merger to be abandoned. Completion of the Merger is subject to certain closing conditions, including, among other things, the adoption of the Merger Agreement by the Company’s stockholders and the expiration or early termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the absence of governmental injunctions or other legal restraints prohibiting the Merger. If we are unable to obtain the requisite stockholder approval or the government imposes any injunctions or restraints on the Merger, we will not be able to close the Merger. Further, the granting of regulatory approvals pursuant to the HSR Act could involve the imposition of additional conditions on the closing of the Merger. The imposition of such conditions or the failure or delay to obtain regulatory approvals could have the effect of delaying completion of the Merger or of imposing additional costs or limitations on us or may result in the failure to close the Merger. In addition, the obligation of Parent to consummate the Merger is conditioned upon, among other things, the accuracy of our representations and warranties (subject to certain materiality exceptions), and our compliance in all material respects with our obligations under the Merger Agreement. We cannot provide any assurance that the conditions to the consummation of the Merger will be satisfied or waived, or will not result in the abandonment or delay of the Merger. While the Merger Agreement is in effect, we are subject to certain restrictions on our business activities. While the Merger Agreement with Parent is in effect, we are subject to customary restrictions on our business activities, generally requiring us to conduct our business in the ordinary course, consistent with past practice, and subjecting us to a variety of specified limitations absent Parent’s prior consent. These limitations include, among other things, restrictions on our ability to hire employees, sell, transfer, lease, license, dispose or assign tangible assets exceeding certain dollar thresholds or Company intellectual property (subject to certain exceptions), make investments, enter into, modify or terminate material contracts or employee plans (subject to certain exceptions), repurchase or issue securities, pay dividends, make capital expenditures exceeding certain dollar thresholds, commence or settle any legal proceeding (subject to certain exceptions), amend our organizational documents or incur indebtedness. These restrictions could prevent us from pursuing strategic business opportunities, taking actions with respect to our business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry developments, and may as a result materially and adversely affect our business, results of operations and financial condition. The Merger Agreement limits our ability to pursue alternatives to the Merger. The Merger Agreement contains provisions that make it more difficult for us to enter into alternative transactions. As is typical for transactions like the Merger, the Merger Agreement contains certain provisions that restrict our ability to, among other things, initiate, solicit, cause or knowingly encourage (including by way of furnishing non-public information) or otherwise knowingly assist or knowingly facilitate the submission of inquiries regarding, or the making of any proposal or offer that constitutes a Takeover Proposal or Potential Takeover Proposal (as defined in the Merger Agreement). The Merger Agreement also provides that our Board may only change their recommendation that the Company's stockholders approve the 41 Table of Contents Merger in certain limited circumstances. These provisions could discourage third parties from making alternative proposals and, as a result, may limit our ability to pursue potentially more favorable transactions. In certain instances, the Merger Agreement requires us to pay a termination fee to Parent, which could require us to use available cash that would have otherwise been available for general corporate purposes. Under the terms of the Merger Agreement, we may be required to pay Parent a termination fee in the amount of $34,154,539 if the Merger Agreement is terminated under specific circumstances described in the Merger Agreement, including, but not limited to, in connection with a change in the recommendation of our Board or a termination of the Merger Agreement by us to enter into an acquisition agreement providing for a Superior Proposal (as defined in the Merger Agreement). If the Merger Agreement is terminated under such circumstances, the termination fee we may be required to pay under the Merger Agreement may require us to use available cash that would have otherwise been available for general corporate purposes and other uses. For these and other reasons, termination of the Merger Agreement could materially and adversely affect our business operations and financial condition, which in turn would materially and adversely affect the price of Company Common Stock. We have incurred direct and indirect costs as a result of the Merger and we may incur additional direct and indirect costs whether or not the Merger is consummated. We have incurred significant non-recurring costs in connection with the Merger Agreement. These costs include legal, financial advisory, accounting, consulting and other professional fees, as well as regulatory filing fees and other transaction-related expenses. We have incurred these costs and expect that we will continue to incur additional costs whether or not the Merger is consummated. In addition, if we terminate the Merger Agreement or the termination date passes and the Merger has not been effected, we will have incurred substantial costs from the Merger that we will not be able to recover, and we may incur further costs before the Merger is consummated, and such expenses could have an adverse impact on our business, financial results and operations. Stockholder litigation could prevent or delay the completion of the Merger or otherwise negatively impact our business, financial condition and results of operations. Stockholders of the Company may file lawsuits against the Company and/or the directors and officers of the Company in connection with the Merger. One of the conditions to the closing is that no judgment enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority (as defined in the Merger Agreement) of competent jurisdiction or any applicable law shall be in effect enjoining, restraining or otherwise making illegal, preventing or prohibiting the consummation of the Merger. If any plaintiff was successful in obtaining an injunction prohibiting us from completing the Merger, then such injunction may delay or prevent the effectiveness of the Merger and could result in significant costs to us, including any cost associated with the indemnification of directors and officers. We may incur costs relating to the defense or settlement of any stockholder lawsuits filed in connection with the Merger. Stockholder lawsuits may divert management attention from management of our business or operations. Such litigation could have an adverse effect on our business, financial condition and results of operations and could prevent or delay the completion of the Merger. Our stockholders may not receive any payment on the CVR and the CVR may expire valueless. The holders of the CVRs will include (i) holders of shares of Company Common Stock that are canceled and converted into the right to receive the Merger Consideration pursuant to the Merger Agreement, (ii) holders of Company RSUs and Company Stock Options that are canceled and converted into the right to receive the consideration specified above upon consummation of the Merger, (iii) holders of outstanding warrants of the Company that elect to receive the Merger Consideration upon exercise following the Closing pursuant to the terms of the applicable warrant, and (iv) holders of the Company’s outstanding convertible notes that convert such convertible notes following the Closing pursuant to the terms of the related indenture (each as defined in the Merger Agreement). Each CVR will represent the right of such holders of the CVRs to participate in up to two cash payments, without interest and less any applicable tax withholding, contingent upon the achievement of certain milestones during the applicable milestone periods as described below: •Holders of CVRs will be entitled to participate in an aggregate contingent cash payment of up to $40 million if annual Net Sales (as defined in the CVR Agreement) of certain products containing bempedoic acid (including NEXLETOL® and NEXLIZET®) in the United States during the period from January 1, 2027 through December 31, 2027 exceed $300 million. The aggregate milestone payment amount will be: (i) $40.0 million if annual Net Sales of such products are equal to or greater than $350.0 million; (ii) an amount between $0 and $40.0 million, determined by linear interpolation, if annual Net Sales of such products exceed $300.0 million but are less than $350.0 million; and (iii) $0 if annual Net Sales of such products are equal to or less than $300.0 million. Any such aggregate milestone payment amount, to the extent achieved, will be divided among the CVRs outstanding at the close of business on the date of the 42 Table of Contents milestone achievement notice to determine the applicable milestone payment per CVR, in each case subject to the terms and conditions set forth in the CVR Agreement. •Holders of CVRs also will be entitled to participate in an aggregate contingent cash payment of $60 million if annual Net Sales (as defined in the CVR Agreement) of certain products containing bumetanide (including ENBUMYST®) in the United States equal or exceed $160.0 million in any single calendar year during the period commencing on (and including) the Effective Time and ending on December 31, 2030. Any such aggregate milestone payment amount, if achieved, will be divided among the CVRs outstanding at the close of business on the date of the milestone achievement notice to determine the applicable milestone payment per CVR, in each case subject to the terms and conditions set forth in the CVR Agreement. Parent and the Company will be required to use Diligent Efforts (as defined in the CVR Agreement) to achieve each milestone, and the applicable milestone payment for each of the two milestones shall only be paid once per milestone, if at all, subject to achievement of the applicable milestone in accordance with the CVR Agreement. Milestone payments to holders of CVRs issued in respect of certain out-of-the-money options will be subject to additional reduction mechanics in accordance with the CVR Agreement. There can be no assurance any payments will be made with respect to the CVRs. The CVRs will not be transferable, except in the limited circumstances specified in the CVR Agreement, will not have any voting or dividend rights, and will not represent any equity or ownership interest in us or any constituent party to the Merger Agreement. Accordingly, the right of any of our stockholders to receive any future payment on or derive any value from the CVRs will be contingent solely upon the occurrence of certain events, as outlined in the CVR Agreement, and if no such events are achieved for any reason within the time periods specified in the CVR Agreement, no payments will be made under the CVRs, and the CVRs will expire valueless.

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Management's Discussion and Analysis

Quantitative and Qualitative Disclosures About Market Risk

Legal Proceedings

Risk Factors