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Current Report Filing (8-k)
Source: Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2020
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)
8800 Technology Forest Place
The Woodlands, Texas 77381
(Address of principal executive offices and Zip Code)
(281) 863-3000
(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 2.01 Completion of Acquisition or Disposition of Assets
On September 8, 2020, Lexicon Pharmaceuticals, Inc. (the “Company”) completed the previously disclosed sale to TerSera Therapeutics LLC (“TerSera”) of the Company's XERMELO® (telotristat ethyl) product and related assets pursuant to the Asset Purchase and Sale Agreement (the “Purchase and Sale Agreement”) by and between the Company and TerSera, dated July 29, 2020, as amended by the First Amendment to Asset Purchase and Sale Agreement (the “First Amendment”), by and between the Company and TerSera, dated August 10, 2020.
The consideration paid by TerSera pursuant to the Purchase and Sale Agreement consisted of: (a) an upfront cash payment of approximately $160,400,000, including the book value of inventory, subject to working capital and other adjustments set forth in the Purchase and Sale Agreement, and (b) the following potential future contingent payments: (i) development, regulatory and sales milestone payments of up to an aggregate of $65 million for the development and commercialization of XERMELO in patients with biliary tract cancer and (ii) mid-teens percentage royalty payments on net sales of XERMELO in biliary tract cancer.
The foregoing description of the Purchase and Sale Agreement and the First Amendment does not purport to be complete and is qualified in its entirety by the full text of the Purchase and Sale Agreement and the First Amendment, which are attached hereto as Exhibits 2.1 and 2.2, respectively, and are incorporated herein by reference.
In connection with the closing of the transaction, the Company’s borrowings under its Loan Agreement, dated December 4, 2017, with BioPharma Credit PLC, as collateral agent and a lender, and BioPharma Credit Investments IV Sub LP, as a lender, were repaid in full.
The representations, warranties and covenants contained in the Purchase and Sale Agreement (and the First Amendment, as applicable) were made only for the purposes of the Purchase and Sale Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Purchase and Sale Agreement and the First Amendment and may not have been intended to be statements of fact but, rather, as a method of allocating risk and governing the contractual rights and relationships between the parties to the Purchase and Sale Agreement. The assertions embodied in those representations and warranties may be subject to important qualifications and limitations agreed to by the Company and TerSera in connection with negotiating their respective terms. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders. For the foregoing reasons, none of the Company’s stockholders or any other person should rely on such representations and warranties, or any characterizations thereof, as statements of factual information at the time they were made or otherwise.
Item 8.01 Other Events
On September 8, 2020, the Company issued a press release announcing the closing of the Purchase and Sale Agreement with TerSera. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information.
The following unaudited pro forma financial statements reflecting the XERMELO asset disposition described above (as defined in Regulation S-X) are filed as Exhibit 99.2 to this Current Report and incorporated herein by reference:
Lexicon Pharmaceuticals, Inc. Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2020.
Lexicon Pharmaceuticals, Inc. Unaudited Pro Forma Condensed Consolidated Statements of Income (Loss) for the year ended December 31, 2019 and the six-months ended June 30, 2020.
(d) Exhibits
Exhibit No. Description
2.1*†
—
Asset Purchase and Sale Agreement, dated July 29, 2020, by and between Lexicon Pharmaceuticals, Inc. and TerSera Therapeutics LLC
2.2 —
First Amendment to Asset Purchase and Sale Agreement, dated August 10, 2020, by and between Lexicon Pharmaceuticals, Inc. and TerSera Therapeutics LLC
99.1 —
Press Release Issued by Lexicon Pharmaceuticals, Inc. on September 8, 2020
99.2 —
Pro Forma Financial Information of Lexicon Pharmaceuticals, Inc
104 — Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the U.S. Securities and Exchange Commission (the “SEC”); provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits or schedules so furnished. A list identifying the contents of all omitted exhibits and schedules can be found on page iii of Exhibit 2.1.
† In accordance with Item 601(b)(2)(ii) of Regulation S-K, certain information (indicated by “[**]”) has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the Company if publicly disclosed.
Safe Harbor For Forward-Looking Statements
Statements contained in this Current Report on Form 8-K about the Company, the Purchase and Sale Agreement, the First Amendment and the transaction that are not purely historical, and all other statements that are not purely historical, may be deemed to be forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Without limiting the foregoing, the words “believes,” “anticipates” and “expects” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Important factors that may cause or contribute to such differences include the accounting and tax treatments of the transaction; the anticipated cash and non-cash charges associated with the transaction; the ability of the Company to successfully separate the XERMELO® business from the Company’s other businesses; the commercial success of telotristat ethyl for the treatment of biliary tract cancer and the risk that future milestone and royalty payments may not be received by the Company on the terms negotiated with TerSera or at all; and such other factors as are set forth in the risk factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including, without limitation, the risk factors detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, which are incorporated herein by reference. The Company specifically disclaims any obligation to update these forward-looking statements, unless required by law.
Signatures
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: September 11, 2020 By: /s/ Brian T. Crum Brian T. Crum
Vice President and General Counsel
released old news to try and hide they terminated another deal 8k
Shake outs from their earnings? I've been taking advantage. Wouldn't be surprised to see this completely taken over down the line. I'm taking what I can afford under $2.
I know this need came out last week but why is stock not moving?
What info is holding this back?
NEWS: https://finance.yahoo.com/news/gtcr-tersera-therapeutics-announce-acquisition-112500170.html
Thinking some shorts are cringing as they fry
Shorts wanted to fill the gap is what I'm thinking. Mission accomplished for the most part.
LXRX
This was great NEWS https://finance.yahoo.com/news/lexicon-pharmaceuticals-enters-agreement-tersera-111000543.html
One more good PR should send this over $3 hopefully we hear something soon.
Took some 1.83's. Not sure if it's just overall market taking its toll here or the "sell on news" thing. I'm a buyer here.
See where this is come Fall. HIGHER!!! IMO
OK ENOUGH of the BULLSHIT, UP is where this should be GOING NOT DOWN.
News: $LXRX Lexicon Pharmaceuticals Inc (LXRX) Q2 2020 Earnings Call Transcript
Image source: The Motley Fool. Lexicon Pharmaceuticals Inc (NASDAQ: LXRX) Q2 2020 Earnings Call Jul 30, 2020 , 8:00 a.m. ET Operator Continue reading
Got this from LXRX - Lexicon Pharmaceuticals Inc (LXRX) Q2 2020 Earnings Call Transcript
News: $LXRX Lexicon Realigns Business Around Research and Development Assets, with Focus on Phase 2 LX9211 Neuropathic Pain Program
Phase 2 Study for Diabetic Peripheral Neuropathic Pain Underway, Additional Studies Planned in Other Areas of Neuropathic Pain Sale of XERMELO to TerSera to Yield Up to $224 Million in Upfront and Milestone Payments Plus Mid-Teens Royalties on Net Sales of XERMELO in Biliary Tract C...
Find out more LXRX - Lexicon Realigns Business Around Research and Development Assets, with Focus on Phase 2 LX9211 Neuropathic Pain Program
News: $LXRX Lexicon Pharmaceuticals Enters Into Agreement With TerSera Therapeutics for the Sale of XERMELO
THE WOODLANDS, Texas and DEERFIELD, Ill., July 30, 2020 (GLOBE NEWSWIRE) -- Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX) and TerSera Therapeutics LLC announced today that they have entered into an asset purchase and sale agreement for the sale to TerSera of Lexicon’s rights, titl...
Read the whole news LXRX - Lexicon Pharmaceuticals Enters Into Agreement With TerSera Therapeutics for the Sale of XERMELO
News: $LXRX Lexicon Pharmaceuticals Reports Second Quarter 2020 Financial Results and Provides a Business Update
THE WOODLANDS, Texas, July 30, 2020 (GLOBE NEWSWIRE) -- Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX), today reported financial results and provided a business update for the three months ended June 30, 2020. “We achieved 21% growth in XERMELO net sales in the U.S. for the seco...
Find out more LXRX - Lexicon Pharmaceuticals Reports Second Quarter 2020 Financial Results and Provides a Business Update
Half or more the shares outstanding as well.
* * $LXRX Video Chart 07-30-2020 * *
Link to Video - click here to watch the technical chart video
Bottom in at 1.89 resistance level 2.00
Trump announced it that’s the difference
Good news in a bad day, if it was any other day could be over $3 dollars by now, but anyway we will get there very soon .
"Lexicon to Receive Up to $224 Million in Upfront and Milestone Payments Plus Mid-Teens Royalties on Net Sales of XERMELO in Biliary Tract Cancer"
https://finance.yahoo.com/news/lexicon-pharmaceuticals-enters-agreement-tersera-111000543.html
And its barely moving and KODK gets a 700M + LOAN and it rockets up 100's of percentages.
What am I missing ?
LXRX huge news out: 224 million dollars upfront payment
https://finance.yahoo.com/news/lexicon-realigns-business-around-research-111500415.html
* * $LXRX Video Chart 07-21-2020 * *
Link to Video - click here to watch the technical chart video
Yeah... it is leaves it in Limbo though... so if no partner... then it is going nowhere.
They could have worded that differently. Like "LXRX seeks strategic partnership for commercialization".
The market is certainly big enough that some mid to big pharma may be interested. Possibly why they're saving some of the juice upcoming medical congresses and publications.
Nice to see some action here though, that's for sure!!
I thought this was interesting
Lexicon does not intend to pursue any regulatory approvals of sotagliflozin for type 2 diabetes in the absence of a strategic partnership for the commercialization of sotagliflozin in such indication.
So why even do a Phase 3 trial? Do they think they will get a partner to bring this commercialization?
NEWS! http://www.lexpharma.com/media-center/news/748-lexicon-pharmaceuticals-announces-topline-phase-3-data-from-four-phase-3-sotagliflozin-studies-in-type-2-diabetes
I'm guessing 3.50 - $4 target for now. I'll be adding if this even tries to fill the gap.
why selling the whole time 1 stock.
I don't understand this kind or selling
Yes. They still have a lot going for them. And like they mentioned, they should have enough data to get top line results after the follow ups.
Smart move they realized the likelihood of a partnership right now is highly unlikely so they will save money and focus on their other trials . But I do see this one on hold will definitely have a lot of interest in it . And already approved in Europe so time will tell
“We will provide further information regarding the close-out of the studies on our first quarter results conference call in early May. Pending review of the data, we expect that we will have accrued sufficient exposure data and cardiovascular events to satisfy all requirements for type 2 diabetes and, even with the early close-out, that these studies will contribute scientifically important data in the areas of cardiovascular and chronic kidney disease. Importantly, this shift allows us to conserve our financial resources and to prioritize our portfolio to advance pipeline initiatives such as telotristat ethyl in biliary tract cancer and LX9211 in neuropathic pain.”
http://www.lexpharma.com/media-center/news/740-lexicon-pharmaceuticals-provides-an-update-on-the-sotagliflozin-type-2-diabetes-program
COVID-19 is likely messing with many many companies trials.
Roll with it or not.
I see the manipulation all to often. Though I have seen some make the mistake of having an open order without using the "All or None" which allows the MM's to chase in either direction above or below the bid and they nip just 1 share out of the order to do it. Bad pool imo. At least those individuals aren't being charged a transaction fee anymore for a trade. At least most houses aren't charging for trades anymore.
As for LXRX, I'm waiting to see if this holds the $2 mark or dips below to try and fill the gap around 1.75. I'm still trying to accumulate here and this market "environment" is certainly helping.
-----------------
Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX), will release its fourth quarter and full-year 2019 financial results on Thursday, March 12, 2020 before market opens. Management will conduct a conference call and live webcast at 8:00 a.m. EST (7:00 a.m. CST) that day to discuss the financial results and to provide a business update.
Dial-in Information
U.S. Dial-in Number: (888) 645-5785
International Dial-in Number: (970) 300-1531
Conference ID: 4187725
Replay Information
U.S. Dial-in Number: (855) 859-2056
Replay International Dial-in Number: (404) 537-3406
Conference ID: 4187725
I believe those trades with one share is a short who is trying to reduce the price value and is seemingly making the price of the stock lower pre market and after hours. I just don’t quite understand how the buy volume has consistently been if not twice the sell volume and not seeing the price mature to what the buy volume is
Look at the share lots. Many trades only 1 share? Really?
There is a gap under $2, not that I expect it to fill but this market is nuts.
Let reality set in and get this virus under control and see what happens.
Damn I just added last week to my position thinking adding a a couple thousand more shares at 2.72 thought that was going to be the bottom but this market has been so unpredictable
Bios are more event reaction based. That's what makes them so volatility near their catalyst. This could go as far as to fill the gap under $2 which may explain some of the pressure though anything can turn this back up on a hurry. Anything major and it's over $10.
Institutional holdings, and insiders believe imo. This will be a major move imo. I just like the charts, and I am a buyer.
Cheers.
I don’t know dude all the indicators tell me that their is a whole lot more buying than selling going on but the price of the stock keeps on going down. Their is a lot of institutional activity going on on a daily basis.
Yeah that my plan I bought In at 4.15 $ and thought it made sense to dd at 3.06$ but I feel compelled to buy some more if it stays in this price area their has been a massive amount of institutional ownership increase today and wondered why would the stock price be declining at this percent and since the past few weeks and am baffled especially with all of those insider purchases on Wednesday . Their are too many hedge funds in the institutional ownership percentage that are selling shorts
The float is tight, no doubt. This really adds to the potential volatility. LXRX can be sitting @ $3 one minute and cruise right back to $5 easily on good news.
My plan has been to watch for a solid bottom, double bottom at the moment. I like watching the charts but they mean squat if the right news hits. Thinking this bio is an excellent target for big pharma.
Anyway, I'm looking to take a more solid position soon. See if $3 holds or it dips below.
I’ve. Been adding on to my position. For a couple of weeks I feel something big is around the corner and their earnings are going to be good . My only issue is that I think their is way too much institutional ownership that is preventing it from blowing up
Starting to get the itch. Watching closer.
Excellent. Data from a retrospective, pre- and post-design chart review of 200 metastatic neuroendocrine tumor patients who were on standard background therapies and received telotristat ethyl for an average of 12 months in US clinical practice demonstrated significant mean tumor size reduction of 0.59 cm after initiation of telotristat ethyl (p = 0.006).
http://www.lexpharma.com/media-center/news/736-lexicon-pharmaceuticals-announces-real-world-data-on-telotristat-ethyl-s-antiproliferative-effects-in-patients-with-carcinoid-syndrome
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Sotagliflozin Significantly Reduced Total Cardiovascular Deaths, Heart Failure Hospitalization and Urgent Visits, Achieving Primary Endpoint in Both Studies
THE WOODLANDS, Texas, Nov. 16, 2020 (GLOBE NEWSWIRE) -- Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX), today announced that both the SOLOIST and SCORED Phase 3 studies achieved their primary endpoints by demonstrating statistically significant reductions in total cardiovascular deaths, hospitalizations for heart failure and urgent heart failure visits in patients treated with sotagliflozin as compared with placebo.
In the SOLOIST study, the primary endpoint was achieved with a hazard ratio (HR) of 0.67 (p<0.001) in people with type 2 diabetes and a recent hospitalization for worsening heart failure. In the SCORED study, the primary endpoint was achieved with a hazard ratio of 0.74 (p<0.001) in people with type 2 diabetes and chronic kidney disease with an estimated glomerular filtration rate (eGFR) of 25 to 60 ml/minute per 1.73 m² of body-surface area.
The key results from SOLOIST and SCORED were presented today at the Late-Breaking Science Session of the American Heart Association (AHA) Scientific Sessions 2020 and simultaneously published in The New England Journal of Medicine (NEJM) in two separate articles titled: “Sotagliflozin in Patients with Diabetes and Recent Worsening Heart Failure” and “Sotagliflozin in Patients with Diabetes and Chronic Kidney Disease.” The articles may be accessed at www.nejm.org.
“Cardiovascular disease continues to be a leading cause of death in people with type 2 diabetes,” said Deepak L. Bhatt, M.D., M.P.H., executive director of Interventional Cardiovascular Programs at Brigham and Women's Hospital and a professor of medicine at Harvard Medical School and study chair and lead author for the NEJM publications of the SOLOIST and SCORED results. “SOLOIST demonstrates that early, in-hospital initiation of sotagliflozin in patients with worsening heart failure significantly reduces subsequent cardiovascular events, an effect that was consistent across groups with heart failure with reduced ejection fraction (HFrEF) and heart failure with preserved ejection fraction (HFpEF). SCORED demonstrates that sotagliflozin significantly reduces heart failure events in a patient population with stage 3 and 4 chronic kidney disease and cardiovascular risk. Both studies add to the evidence that SGLT2 inhibition should be standard of care in heart failure, and the SCORED data reflecting a reduction in myocardial infarction and stroke and better glucose control in CKD patients suggest potential benefits from the dual SGLT1 and SGLT2 mechanism of this particular agent.”
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