Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX)
(“
Lexicon”) today announced the pricing of its
previously announced underwritten public offering of 16,843,600
shares of its common stock, par value $0.001 (the “
Common
Stock”). The shares of Common Stock are being offered at a
public offering price of $2.50 per share. All of the shares are
being offered by Lexicon. The gross proceeds from the public
offering are expected to be approximately $42.1 million, before
deducting underwriting discounts and commissions and other offering
expenses. In addition, Lexicon has granted the underwriters a
30-day option to purchase up to an additional 2,526,540 shares of
Common Stock (the “
Option Shares”) at the public
offering price, less underwriting discounts and commissions. The
public offering is expected to close on or about August 1, 2022,
subject to the satisfaction of customary closing conditions.
Lexicon currently intends to use the net
proceeds that it will receive from the public offering and the
concurrent private placement, together with its existing cash and
cash equivalents and short-term investments, for (i) funding
pre-commercial and commercial launch activities for sotagliflozin
in heart failure; (ii) funding continued development of
sotagliflozin in heart failure and LX9211 in neuropathic pain; and
(iii) working capital and other general corporate purposes.
Citigroup and Piper Sandler are acting as joint
book-running managers for the public offering.
In addition to the shares being sold in the
underwritten public offering, Lexicon has agreed to sell 17,156,400
shares of its Common Stock to raise gross proceeds of approximately
$42.9 million in a concurrent private placement at $2.50 per share
to one or more affiliates (the “Private Placement
Purchasers”) of Invus, L.P., Lexicon’s largest
stockholder. The Private Placement Purchasers will have the option
to purchase, on a pro rata basis, up to an additional 2,573,460
shares of Common Stock at the public offering price of $2.50 per
share to the extent the underwriters exercise their option to
purchase the Option Shares. The sale of these shares of Common
Stock will not be registered under the Securities Act of 1933, as
amended (the “Securities Act”). The concurrent
private placement is also scheduled to close on August 1, 2022,
subject to the satisfaction of customary closing conditions. The
closing of the underwritten public offering is not conditioned on
the closing of the concurrent private placement.
A shelf registration statement on Form S-3
relating to the underwritten public offering was filed with the
U.S. Securities and Exchange Commission (“SEC”) on
August 6, 2021 and declared effective by the SEC on September 14,
2021. The shares of Common Stock proposed to be issued in the
concurrent private placement have not been registered under the
Securities Act, or the securities laws of any state or other
jurisdiction in the United States, and may not be offered,
pledged, sold, delivered or otherwise transferred, directly or
indirectly, in the United States except pursuant to
registration under the Securities Act, or an applicable exemption
from the registration requirements of the Securities Act and, in
each case, in compliance with other applicable securities laws. A
preliminary prospectus supplement and accompanying prospectus
relating to the underwritten public offering have been filed with
the SEC and are available on the SEC’s website at www.sec.gov. A
final prospectus supplement and accompanying prospectus will be
filed with the SEC. When available, copies of the final prospectus
supplement and accompanying prospectus may also be obtained from
Citigroup Global Markets Inc., c/o Broadridge Financial Services,
1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at
1-800-831-9146, or by email at prospectus@citi.com; or Piper
Sandler & Co., 800 Nicollet Mall, J12S03, Minneapolis,
Minnesota 55402, Attn: Prospectus Department, by telephone at
1-800-747-3924, or by email at prospectus@psc.com.
This press release does not constitute an offer
to sell, or the solicitation of an offer to buy, these securities,
nor will there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale is not
permitted.
About Lexicon
Pharmaceuticals
Lexicon is a biopharmaceutical company with a
mission of pioneering medicines that transform patients’ lives.
Through its Genome5000™ program, Lexicon scientists studied the
role and function of nearly 5,000 genes and identified more than
100 protein targets with significant therapeutic potential in a
range of diseases. Through the precise targeting of these proteins,
Lexicon is pioneering the discovery and development of innovative
medicines to safely and effectively treat disease. Lexicon advanced
one of these medicines to market and has a pipeline of promising
drug candidates in discovery and clinical and preclinical
development in heart failure, neuropathic pain, diabetes and
metabolism and other indications.
Safe Harbor Statement
This press release 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. All forward-looking statements, including, without
limitation, statements about the completion and timing of the
public offering and the concurrent private placement, are based on
management’s current assumptions and expectations and involve
risks, uncertainties and other important factors, including
Lexicon’s ability to meet its capital requirements, successfully
conduct preclinical and clinical development and obtain necessary
regulatory approvals of sotagliflozin, LX9211 and its other
potential drug candidates on its anticipated timelines,
successfully commercialize any products for which it obtains
regulatory approval, achieve its operational objectives, obtain
patent protection for its discoveries and establish strategic
alliances, as well as additional factors relating to manufacturing,
intellectual property rights, and the therapeutic or commercial
value of its drug candidates. Any of these risks, uncertainties and
other factors may cause Lexicon’s actual results to be materially
different from any future results expressed or implied by such
forward-looking statements. Information identifying such important
factors is contained under “Risk Factors” in Lexicon’s filings with
the SEC, including its annual report on Form 10-K for the year
ended December 31, 2021, quarterly report on Form 10-Q for the
quarter ended March 31, 2022 and other subsequent disclosure
documents filed with the SEC. Lexicon undertakes no obligation to
update or revise any such forward-looking statements, whether as a
result of new information, future events or otherwise.
For Inquiries:
Mike KellyLexicon
Pharmaceuticalsmkelly@lexpharma.com
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