Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX)
(“
Lexicon”) today announced that it has commenced
an underwritten public offering to offer and sell, subject to
market and other conditions, shares of its common stock, par value
$0.001. In addition, Lexicon intends to grant the underwriters a
30-day option to purchase additional shares of common stock. There
can be no assurance as to whether or when the proposed offering may
be completed, or as to the actual size or terms of the proposed
offering.
Citigroup, Jefferies and Piper Sandler are
acting as joint book-running managers for the proposed
offering.
Concurrently with the closing of the
underwritten public offering, Lexicon intends to sell shares of its
common stock in a private placement to an affiliate of Invus, L.P.,
Lexicon’s largest stockholder, pursuant to its preemptive right
under Lexicon’s Fifth Amended and Restated Certificate of
Incorporation. Lexicon intends to grant the private placement
purchaser an option to purchase, on a pro rata basis, additional
shares of common stock to the extent the underwriters exercise
their option to purchase additional common stock. Any shares of
common stock offered pursuant to the concurrent private placement
would not be registered under the Securities Act of 1933, as
amended (the “Securities Act”). The closing of the
underwritten public offering is not conditioned on the closing of
the concurrent private placement.
Lexicon currently intends to use the net
proceeds that it will receive from the proposed offering, together
with its existing cash and cash equivalents and short-term
investments, to fund the commercial launch of INPEFA™
(sotagliflozin). Lexicon expects to use any remaining net proceeds
that it will receive from the proposed offering to fund the
continued research and development of its drug candidates and for
working capital and other general corporate purposes.
A shelf registration statement on Form S-3
relating to the proposed 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 (File No. 333-258564). A preliminary prospectus supplement and
accompanying prospectus relating to the proposed offering will be
filed with the SEC and will be available on the SEC’s website at
www.sec.gov. When available, copies of the preliminary prospectus
supplement and accompanying prospectus may also be obtained from
Citigroup, c/o Broadridge Financial Services, 1155 Long Island
Avenue, Edgewood, NY 11717 (Tel: 800-831-9146); Jefferies LLC,
Attention: Equity Syndicate Prospectus Department, 520 Madison
Avenue, New York, NY 10022, by e-mail at
prospectus_department@jefferies.com or by telephone at (877)
821-7388; or Piper Sandler & Co., Attention: Prospectus
Department, 800 Nicollet Mall, J12S03, Minneapolis, Minnesota
55402, by telephone at (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 safely and effectively treat
disease. Lexicon advanced two of these medicines to market and has
additional 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 proposed
offering, the use of proceeds from the proposed offering and the
grant of the option to the underwriters and the private placement
purchaser to purchase additional shares, are based on management’s
current assumptions and expectations and involve risks,
uncertainties and other important factors, specifically including
Lexicon’s ability to meet its capital requirements, successfully
commercialize INPEFA in heart failure on the timeline and/or at the
prices currently contemplated or at all, conduct preclinical and
clinical development and obtain necessary regulatory approvals of
INPEFA (in other indications), LX9211 and its other drug candidates
on its anticipated timelines, 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 annual report on Form 10-K for the year ended December
31, 2022, quarterly report on Form 10-Q for the quarter ended March
31, 2023 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 Investor Inquiries:Carrie
SiragusaLexicon Pharmaceuticals, Inc.csiragusa@lexpharma.com
For Media Inquiries:Alina
CocuzzaLexicon Pharmaceuticals, Inc.acocuzza@lexpharma.com
Registration Statement
Lexicon has filed a registration statement
(including a prospectus) with the SEC for the equity offering to
which this communication relates. Before you invest, you should
read the preliminary prospectus supplement and the accompanying
prospectus in that registration statement and other documents
Lexicon has filed with the SEC for more complete information about
Lexicon and the equity offering. You may get these documents for
free by visiting EDGAR on the SEC’s website at www.sec.gov. When
available, copies of the preliminary prospectus supplement and
accompanying prospectus may also be obtained from Citigroup, c/o
Broadridge Financial Services, 1155 Long Island Avenue, Edgewood,
NY 11717 (Tel: 800-831-9146); Jefferies LLC, Attention: Equity
Syndicate Prospectus Department, 520 Madison Avenue, New York, NY
10022, by e-mail at prospectus_department@jefferies.com or by
telephone at (877) 821-7388; or Piper Sandler & Co., Attention:
Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis,
Minnesota 55402, by telephone at (800) 747-3924, or by email at
prospectus@psc.com
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