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.