lxrx-20240510

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2024

Lexicon Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)


Delaware	000-30111	76-0474169
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2445 Technology Forest Blvd., 11th Floor

The Woodlands, Texas 77381

(Address of principal executive offices and Zip Code)

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	LXRX	The Nasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

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.

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

Item 9.01 Financial Statements and 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)

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