Lexicon Announces Oversubscribed $250 Million Private Placement of Equity Securities
11 March 2024 - 10:05PM
Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX)
(“
Lexicon”) today announced it has entered into a
securities purchase agreement (the “purchase agreement”) for a
private investment in public equity financing that is expected to
result in gross proceeds of approximately $250 million, before
deducting placement agent fees and offering expenses. Pursuant to
the terms of the purchase agreement, Lexicon will sell
approximately 2.3 million shares of series a convertible preferred
stock (the “Series A Convertible Preferred Stock”), at a price per
share of $108.50, convertible into approximately 115.2 million
shares of its common stock, par value $0.001, to a select group of
accredited investors pursuant to the terms of the purchase
agreement.
Subject to Lexicon stockholder approval, each
share of Series A Convertible Preferred Stock will automatically
convert into 50 shares of common stock. The private placement is
expected to close on or about March 13, 2024, subject to customary
closing conditions.
The financing included participation from both
new and existing investors, including an affiliate of Invus, L.P.,
Lexicon’s largest stockholder, who purchased its pro rata share
pursuant to its preemptive right under Lexicon’s Fifth Amended and
Restated Certificate of Incorporation, and Braidwell LP, Great
Point Partners, LLC, OrbiMed and a large investment management
firm.
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 fund the continued research, development and
commercialization of its drug programs, and for working capital and
other general corporate purposes.
Jefferies, Leerink Partners and Piper Sandler
acted as placement agents.
The securities to be sold in the private
placement have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or any state or other
applicable jurisdiction's securities laws, and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and applicable state or other jurisdictions' securities laws. The
purchase agreement contains customary registration rights whereby
Lexicon has agreed to file a registration statement with the U.S.
Securities and Exchange Commission (the “SEC”) registering the
resale of the shares of common stock issuable upon the conversion
of the shares of Series A Convertible Preferred Stock issued in the
private placement concurrently with or within 10 business days
after filing the preliminary proxy statement for Lexicon’s 2024
annual meeting of stockholders.
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 has
advanced multiple 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, including statements relating to Lexicon’s financial
position and long-term outlook on its business, including the
commercialization of its approved products and the clinical
development of, regulatory filings for, and potential therapeutic
and commercial potential of its other drug candidates. In addition,
this press release also contains forward-looking statements
relating to Lexicon’s growth and future operating results,
discovery, development and commercialization of products, strategic
alliances and intellectual property, as well as other matters that
are not historical facts or information. All forward-looking
statements, including, without limitation, statements about the
completion and timing of private placement and the use of proceeds
therefrom 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 its approved
products, successfully conduct preclinical and clinical development
and obtain necessary regulatory approvals of 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 approved products and other
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 and other
subsequent disclosure documents filed with the Securities and
Exchange Commission. 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:Lisa DeFrancesco Lexicon
Pharmaceuticals, Inc.lexinvest@lexpharma.com
For Media Inquiries:Alina CocuzzaLexicon
Pharmaceuticals, Inc.acocuzza@lexpharma.com
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