Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX)
(“
Lexicon”) today announced the pricing of its
previously announced underwritten public offering of 23,924,705
shares of its common stock, par value $0.001. The shares of common
stock being offered pursuant to the public offering are being
offered at a public offering price of $2.60 per share. All of the
shares are being offered by Lexicon. The gross proceeds from the
public offering are expected to be approximately $62.2 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
3,588,705 shares of common stock at the public offering price, less
underwriting discounts and commissions. The public offering is
expected to close on or about June 5, 2023, subject to the
satisfaction of customary closing conditions.
In addition to the shares being sold in the
underwritten public offering, Lexicon has agreed to sell 24,152,218
shares of its common stock to raise gross proceeds of approximately
$62.8 million in a concurrent private placement (together with the
underwritten public offering described above, the
“offering”) at $2.60 per share to an affiliate
(the “Private Placement Purchaser”) of Invus,
L.P., Lexicon’s largest stockholder, pursuant to its preemptive
right under Lexicon’s Fifth Amended and Restated Certificate of
Incorporation. The Private Placement Purchaser will have the option
to purchase, on a pro rata basis, up to an additional 3,622,832
shares of common stock at the public offering price to the extent
the underwriters exercise their option to purchase additional
shares of common stock. The shares of common stock being offered
pursuant to the concurrent private placement 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 or about June 5, 2023,
subject to the closing of the public offering and the satisfaction
of certain other customary closing conditions. The closing of the
underwritten public offering is not conditioned on the closing of
the concurrent private placement.
Lexicon currently intends to use a portion of
the net proceeds that it will receive from the offering, together
with its existing cash and cash equivalents and short-term
investments, to (i) fund the commercial launch of INPEFA™
(sotagliflozin) and (ii) fund the continued research and
development of its drug candidates and for working capital and
other general corporate purposes.
Citigroup, Jefferies and Piper Sandler are
acting as joint book-running managers for the public offering.
A shelf registration statement on Form S-3
relating to the 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 (File No.
333-258564). 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 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 and will also be available on the SEC’s website at
www.sec.gov. When available, copies of the final 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 public offering
and concurrent private placement and the use of proceeds from the
offering 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. 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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