Lexicon Pharmaceuticals Files 8-K with Equity, Bylaw, and Shareholder Votes

TL;DR

Lexicon Pharma dropped an 8-K: equity sales, bylaw changes, and shareholder votes are on the table.

AI Summary

Lexicon Pharmaceuticals, Inc. filed an 8-K on May 10, 2024, reporting on several key events. These include unregistered sales of equity securities, amendments to its articles of incorporation or bylaws, and the submission of matters to a vote of security holders. The filing also includes financial statements and exhibits, indicating ongoing corporate activities and disclosures.

Why It Matters

This 8-K filing signals significant corporate actions by Lexicon Pharmaceuticals, including potential equity issuances and changes in governance, which could impact its financial structure and shareholder rights.

Risk Assessment

Risk Level: medium — The filing involves unregistered equity sales and amendments to corporate governance documents, which can introduce financial and operational risks.

Key Players & Entities

• Lexicon Pharmaceuticals, Inc. (company) — Registrant
• May 10, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 LXRX The Nasdaq Global Select Market
• $0.01 — Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), was
• $108.50 — Stock Purchase Agreement at a price of $108.50 per share. The shares of Common Stock i

Filing Documents

• lxrx-20240510.htm (8-K) — 39KB
• exh31-sixthamendedandresta.htm (EX-3.1) — 92KB
• 0001062822-24-000029.txt ( ) — 274KB
• lxrx-20240510.xsd (EX-101.SCH) — 2KB
• lxrx-20240510_lab.xml (EX-101.LAB) — 22KB
• lxrx-20240510_pre.xml (EX-101.PRE) — 13KB
• lxrx-20240510_htm.xml (XML) — 3KB

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities On May 10, 2024, each outstanding share of our Series A Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), was converted (the "conversion") into 50 shares of our common stock, par value $0.001 per share (the "Common Stock"). 2,304,147 shares of Preferred Stock were outstanding immediately prior to the conversion, and 115,207,350 shares of Common Stock were issued as a result of the conversion. The Preferred Stock was sold in a previously announced private placement pursuant to a Preferred Stock Purchase Agreement at a price of $108.50 per share. The shares of Common Stock issued upon the conversion were issued pursuant to the terms of the Certificate of Designations of Series A Convertible Preferred Stock, which, among other things, provided for the automatic conversion of the Preferred Stock upon the satisfaction of certain conditions without any investment decision required of the holders thereof, and thus did not constitute a "sale" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). The shares of Common Stock issued pursuant to the conversion were issued in reliance upon an exemption from registration set forth in Section 3(a)(9) of the Securities Act, as the securities were issued to only holders of Preferred Stock and no commission or other remuneration was paid or given directly or indirectly for the solicitation of the conversion.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On May 10, 2024, we filed a Sixth Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, which became effective on the filing date. The Sixth Amended and Restated Certificate of Incorporation increases the number of shares of our authorized Common Stock from 300,000,000 to 450,000,000. The foregoing summary does not purport to be complete and is qualified in its entirety by our Sixth Amended and Restated Certificate of Incorporation, a copy of which is attached to this report as Exhibit 3.1 and incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders Our annual meeting of stockholders was held on May 10, 2024 to consider and vote on the following proposals. The voting results with respect to each matter are set forth below: (1) Election of Class III Directors Name of Director For Withheld Broker Non-Votes Philippe J. Amouyal 241,812,501 18,607,732 29,015,729 Lonnel Coats 247,448,636 12,971,597 29,015,729 Diane E. Sullivan 259,435,040 985,193 29,015,729 For Against Abstain (2) Ratification and approval of the the Company's Sixth Amended and Restated Certificate of Incorporation 160,676,391 1,433,806 211,035 For Against Abstain Broker Non-Votes (3) Advisory vote to approve the compensation paid to the Company's named executive officers 253,593,322 6,203,593 623,318 29,015,729 For Against Abstain (4) Ratification and approval of the appointment of Ernst & Young LLP as Company's independent auditors for the fiscal year ending December 31, 2024 286,136,766 2,884,465 414,731

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 3.1 — Sixth Amended and Restated Certificate of Incorporation EX-104 — Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Lexicon Pharmaceuticals, Inc. Date: May 10, 2024 By: /s/ Brian T. Crum Brian T. Crum Senior Vice President and General Counsel