{
  "@context": "https://orbyd.app/schemas/dossier.v1.json",
  "ticker": "ESPR",
  "name": "Esperion Therapeutics, Inc.",
  "url": "https://orbyd.app/dossiers/ESPR/",
  "json_url": "https://orbyd.app/dossiers/ESPR.json",
  "status": "DORMANT",
  "current_conviction": "LOW",
  "graded_conviction": null,
  "archetype": {
    "code": "a5",
    "n": 5
  },
  "current_thesis": "Resolved and off the tape: ARCHIMED closed its take-private of Esperion on 2026-07-13 at $3.16 cash plus a non-tradeable CVR of up to $100M aggregate, and the common stock ceased trading and delisted the same day. Last listed close was $3.18 on 2026-07-10. No US-listed instrument remains; the only residual is a private milestone tail running to 2030.",
  "invalidation_trigger": "Already resolved: a daily close below $3.16 can no longer print, because ESPR ceased trading and delisted on 2026-07-13 when ARCHIMED's take-private closed at $3.16 cash plus a CVR. Final listed close was $3.18 on 2026-07-10. Only a new Nasdaq/NYSE listing of an Esperion equity security restores a gradeable tape.",
  "catalyst_date": null,
  "outcome": "OPEN",
  "outcome_date": null,
  "invalidation_fired": null,
  "themes": [
    "m-and-a-special-situations",
    "precision-biotech-therapeutics"
  ],
  "tags": [],
  "sources": [],
  "notes": [
    "Esperion common stock ceased trading and was delisted from Nasdaq on 2026-07-13; a live ESPR quote in any data feed is stale legacy data.",
    "The CVR is non-transferable and unlisted: up to $100M aggregate, no public market, no observable mark.",
    "Esperion is now private under ARCHIMED's MED Platform II; SEC periodic reporting ends after the closing filings, so no public Q2 2026 print.",
    "Milestone windows run through calendar 2027 (bempedoic acid) and 2030 (bumetanide); outcomes may never be disclosed in a public filing."
  ],
  "body_markdown": "## Current Thesis\nThe special situation is finished. ARCHIMED announced the close of its acquisition of Esperion on 2026-07-13, and per the buyer's own release \"Esperion common stock has ceased trading and is no longer listed on the NASDAQ Stock Market.\" Holders of record received $3.16 per share in cash — a 58% premium to the 2026-04-30 close — plus the right to contingent milestone payments of up to $100M in aggregate, which lifts headline equity value to roughly $1.1B (€962M) fully diluted only if the commercial milestones are fully achieved. The last completed daily bar the pipeline holds is $3.18 on 2026-07-10, two cents above the cash number, and there are no bars after it. The narrative leg an investor was buying — deal certainty compressing an arb spread — was paid out in cash; there is no longer a listed instrument through which to express any view on bempedoic acid. Life-cycle label: **DEAD**, dated to the 2026-07-13 close and delisting. Dead here means terminated by completion, and the structure the tape traded on no longer exists.\n\n## Bull Case\n- Every gate cleared on schedule: HSR waiting period expired 11:59pm ET on 2026-06-15, German antitrust cleared before the vote, and holders adopted the agreement on 2026-07-08 by 135,326,793 for versus 22,750,628 against with 496,194 abstaining.\n- Financing did not wobble: unitranche debt was provided by Pharmakon Advisors and the acquisition was executed through ARCHIMED's MED Platform II fund, per the 2026-07-13 completion release.\n- The cash leg paid at $3.16, versus a pre-announcement reference of the 2026-04-30 close that the buyer describes as a 58% discount to the deal price.\n- The residual tail is real but private: up to $100M in milestone payments, structured as $40M if bempedoic-acid (NEXLETOL/NEXLIZET) US net sales exceed $350M in 2027 and $60M if ENBUMYST/bumetanide US net sales reach $160M in any single year through 2030, per the merger terms announced 2026-05-01.\n- The underlying business was growing into the bid: Q1 2026 revenue $80.1M, +23% YoY, split $43.4M product and $36.7M collaboration, with net loss narrowing to $25.2M from $40.5M a year earlier.\n\n## Bear Case\n- There is nothing to own. The common stock was cancelled into cash on 2026-07-13; any quote screen still showing an ESPR last price is carrying stale data from on or before 2026-07-10.\n- The milestone tail is a low-probability payout on the disclosed math: Q1 2026 US product revenue was $43.4M against a $350M calendar-2027 threshold for the $40M tranche.\n- The CVR does not trade and is not listed, so the tail cannot be bought, sold or marked by a public price.\n- Esperion is now a private portfolio company of ARCHIMED, so the Q2 2026 print that would normally have landed in early August never becomes a public datapoint, and future net-sales disclosure is a contractual matter between the buyer and CVR holders rather than an SEC filing an outside reader can pull.\n- The 52-week high of $4.08 predates the 2026-05-01 announcement and was never reachable under fixed terms; the RSI(14) of 61.5 on the final bar is an artifact of a pinned arb tape, not momentum.\n\n## Setup & Price Structure\n- One gap did the whole job: the 2026-05-01 announcement lifted the stock from roughly $2 into the low-$3s, after which the tape sat on the cash terms for ten weeks.\n- Final observable pricing: last completed daily close $3.18 on 2026-07-10, 3-month return +46.5%, 22.1% below the $4.08 52-week high. The close printed two cents above the $3.16 cash consideration while the CVR cap was $100M in aggregate across the roughly 257.7M shares in the record-date count used for the vote — the marginal buyer was paying a token amount for the milestone tail. That is measured; the inference is that the market assigned the CVR close to nothing.\n- Crowding and positioning read differently for a closed arb than for a momentum name. The observables: no earnings date ahead (the issuer no longer reports), no insider-transaction flow to monitor (Section 16 obligations end with deregistration), no rising moving average to sit above (the series stops at 2026-07-10), and a stockholder tally in which 22,750,628 shares were voted against — dissent that is disclosed, and separate from any appraisal demands, which are not publicly tallied.\n- No base, no breakout shelf, no continuation structure. The price series terminates.\n\n## Catalyst Calendar (next 30 days)\n- 2026-08-08 through 2026-09-07: no scheduled catalyst for the security. No earnings date, no PDUFA, no scheduled regulatory or corporate event affecting a listed ESPR share, because none exists after 2026-07-13.\n- 2027-12-31 (measurement-period end, est. determination in 2028): close of the calendar-2027 window for the $40M bempedoic-acid milestone (US net sales above $350M).\n- 2030-12-31: final year of the window for the $60M ENBUMYST/bumetanide milestone (US net sales at or above $160M in any single year).\n\n## What Would Change Our Mind\nThe only thing that reopens this file is a tape. Esperion's shares ceased trading and delisted on 2026-07-13 on completion of the ARCHIMED merger, so a daily close below $3.16 cannot print — the level that would once have flagged deal-break risk is unobservable, and the $3.18 close on 2026-07-10 stands as the last. Three developments would force a rewrite: a Nasdaq or NYSE listing notice restoring an Esperion equity security (a re-IPO of the asset under ARCHIMED ownership, or a reissued symbol); a public disclosure that the 2026-07-13 completion was rescinded or a closing condition failed after the fact; or a milestone determination made public showing bempedoic-acid US net sales tracking materially above the $43.4M quarterly level reported for Q1 2026, which would change the read on the CVR tail. Absent one of those, this is a closed cash outcome and the correct handling is to stop tracking a price on it.\n\n## Correlation Notes\n- Any residual index or ETF linkage ended mechanically with the cancellation of the shares on 2026-07-13; there is no constituent left to weight.\n- The deal is a live comparable for the 2026 small/mid-cap biotech take-private set: a sponsor bid a 58% premium to the 2026-04-30 close on a commercial-stage cardiovascular asset and used a $100M CVR to bridge the valuation gap, with unitranche debt from Pharmakon Advisors rather than a syndicated loan. Comparable structures are what to look for in other commercial-stage names carrying a growing revenue line and a persistent loss.\n- ARCHIMED's MED Platform II remains an active healthcare acquirer following the 2026-07-13 close; further take-privates from that fund would be read against this template.\n- Oral non-statin LDL-lowering loses a public revenue comparable: the last public print for bempedoic acid was $43.4M of product revenue in Q1 2026, and no further quarterly series will be published while the asset sits inside a private owner.",
  "first_seen": "2026-05-14",
  "last_analyzed": "2026-08-08T15:23:11+00:00",
  "last_synthesized": "2026-08-08",
  "last_update_source": "watchlist_research",
  "license": "Content © orbyd. Cite the canonical URL."
}