Lexicon Announces Pricing of Approximately $94.6 Million Public Offering and Concurrent Private Placement

Rhea-AI Summary

Lexicon Pharmaceuticals (Nasdaq: LXRX) priced a public offering of 32,000,000 common shares at $1.30 per share for expected gross proceeds of $41.6 million, closing on or about Feb 2, 2026. Underwriters have a 30-day option for an additional 4,800,000 shares.

Concurrently, Lexicon agreed a private placement to an affiliate of Invus for approximately $41.1 million including common shares and Series B convertible preferred stock convertible into common shares. Proceeds are for R&D, working capital and general corporate purposes.

Positive

• Expected aggregate gross proceeds of approximately $82.7 million from public offering and concurrent private placement
• Public offering of 32,000,000 shares priced at $1.30 per share closes on or about Feb 2, 2026
• Concurrent private placement secures additional capital including Series B convertible preferred stock convertible into common stock

Negative

• Potential dilution: transactions could convert or issue up to 77,500,000 additional common shares
• Private placement purchaser is an affiliate of Lexicon’s largest stockholder, concentrating new securities with an insider
• Securities sold in the private placement are unregistered under the Securities Act and subject to transfer restrictions

News Market Reaction

-19.44% 5.2x vol

10 alerts

-19.44% News Effect

-19.3% Trough in 10 hr 21 min

-$126M Valuation Impact

$523M Market Cap

5.2x Rel. Volume

On the day this news was published, LXRX declined 19.44%, reflecting a significant negative market reaction. Argus tracked a trough of -19.3% from its starting point during tracking. Our momentum scanner triggered 10 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $126M from the company's valuation, bringing the market cap to $523M at that time. Trading volume was exceptionally heavy at 5.2x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Public offering size: 32,000,000 shares Public offering price: $1.30 per share Public gross proceeds: $41.6 million +5 more

8 metrics

Public offering size 32,000,000 shares Underwritten public offering of common stock at $1.30 per share

Public offering price $1.30 per share Pricing of underwritten public offering of common stock

Public gross proceeds $41.6 million Expected gross proceeds from public offering before expenses

Underwriters’ option shares 4,800,000 shares 30-day option for additional common shares at offering price

Private placement proceeds $41.1 million Expected gross proceeds from concurrent private placement

Private common shares 22,400,000 shares Common stock sold at $1.30 in concurrent private placement

Series B preferred shares 184,366 shares Series B Convertible Preferred sold at $65.00 per share

Series B conversion 9,218,290 shares Common shares underlying 184,366 Series B Convertible Preferred

Market Reality Check

Price: $1.28 Vol: Volume 1,420,277 is below...

low vol

$1.28 Last Close

Volume Volume 1,420,277 is below the 20-day average of 2,589,332, suggesting subdued pre-offering trading. low

Technical Shares at $1.44 are trading above the 200-day MA of $1.11, despite the announced equity financing.

Peers on Argus

LXRX was down 4% while most close biotech peers (e.g., FULC +4.69%, SLDB +1.38%,...

LXRX was down 4% while most close biotech peers (e.g., FULC +4.69%, SLDB +1.38%, AURA +0.92%, ATXS +0.8%) traded higher and only INBX was down 2.92%, indicating a stock-specific reaction to the financing news rather than a sector-wide move.

Historical Context

5 past events · Latest: Jan 23 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 23	Corporate milestone	Neutral	-3.4%	30th anniversary Nasdaq Closing Bell ceremony highlighting company evolution and mission.
Jan 21	Clinical update	Positive	+19.1%	FDA raised no objections to advancing pilavapadin into Phase 3 for DPNP.
Jan 20	Partner launch	Positive	-4.4%	Viatris’ first launch of Inpefa (sotagliflozin) in the UAE under partnership.
Jan 12	Pipeline update	Positive	+0.8%	Business and pipeline update with Phase 3 timelines and milestone/cash disclosures.
Jan 09	Policy white paper	Neutral	-0.8%	Publication of chronic pain access white paper emphasizing non-opioid treatments.

Pattern Detected

Positive clinical and pipeline updates have previously coincided with upside moves, while partnership or general news has sometimes seen flat or negative reactions, indicating selective investor focus on value-creating catalysts versus softer news.

Recent Company History

Over the past weeks, Lexicon has highlighted its 30th anniversary, a positive End-of-Phase 2 FDA interaction for pilavapadin, and a broad business and pipeline update with late-stage programs and milestone income on January 12, 2026. Those clinical and pipeline milestones, especially the green light to advance pilavapadin into Phase 3, drew the strongest positive price reaction. Today’s financing announcement follows this sequence of value-building updates and adds a significant capital-raising step to fund those programs and general corporate needs.

Market Pulse Summary

The stock dropped -19.4% in the session following this news. A negative reaction despite recent posi...

Analysis

The stock dropped -19.4% in the session following this news. A negative reaction despite recent positive clinical and pipeline updates fits a pattern where equity financings weighed on sentiment. This offering and concurrent private placement introduce substantial new common and convertible preferred shares, which can pressure valuation as investors price in dilution. Historically, the stock responded more favorably to clear clinical catalysts than to funding moves, so a selloff following a capital raise would be consistent with that distinction.

Key Terms

underwritten public offering, concurrent private placement, series b convertible preferred stock, preemptive right, +1 more

5 terms

underwritten public offering financial

"announced the pricing of its previously announced underwritten public offering of 32,000,000 shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

concurrent private placement financial

"public offering and Concurrent Private Placement"

A concurrent private placement is a sale of a company’s shares or bonds directly to a select group of investors that happens at the same time as another financing action or offering. Think of it as quietly selling a block of tickets to a few people while a larger ticket drive is underway; it raises cash quickly but can change ownership proportions, dilute existing shareholders and affect share price, so investors watch it as a sign of funding needs and potential value shifts.

series b convertible preferred stock financial

"shares of series b convertible preferred stock (the “Series B Convertible Preferred Stock”)"

Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.

preemptive right regulatory

"pursuant to its preemptive right under Lexicon’s Sixth Amended and Restated Certificate"

A preemptive right is a shareholder’s legal chance to buy new shares before they are offered to others, so they can keep the same percentage of ownership in a company. It matters to investors because it protects against dilution of voting power and economic stake—think of it like having first dibs on extra slices of a pizza so your share of the pie doesn’t shrink when more slices are issued.

prospectus supplement regulatory

"A preliminary prospectus supplement and accompanying prospectus relating to the public offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

THE WOODLANDS, Texas, Jan. 30, 2026 (GLOBE NEWSWIRE) -- Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX) (“Lexicon”) today announced the pricing of its previously announced underwritten public offering of 32,000,000 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 $1.30 per share. All of the shares are being offered by Lexicon. The gross proceeds from the public offering are expected to be $41.6 million, before deducting underwriting discounts and commissions and other offering expenses. The public offering is expected to close on or about February 2, 2026, subject to the satisfaction of customary closing conditions. In addition, Lexicon has granted the underwriters a 30-day option to purchase up to an additional 4,800,000 shares of common stock at the public offering price, less underwriting discounts and commissions.

In addition to the shares being sold in the underwritten public offering, Lexicon has agreed to sell, in a concurrent private placement for expected aggregate gross proceeds of approximately $41.1 million, (i) at a price of $1.30 per share of common stock, 22,400,000 shares of its common stock and (ii) at a price of $65.00 per share of series b convertible preferred stock (the “Series B Convertible Preferred Stock”), 184,366 shares of Series B Convertible Preferred Stock, which will be convertible into 9,218,290 shares of common stock, to an affiliate (the “Private Placement Purchaser”) of Invus, L.P., Lexicon’s largest stockholder, pursuant to its preemptive right under Lexicon’s Sixth Amended and Restated Certificate of Incorporation. The Private Placement Purchaser will also have the option, pursuant to such preemptive right, to purchase up to an additional 94,855 shares of Series B Convertible Preferred Stock, which will be convertible into 4,742,744 shares of common stock, at a price of $65.00 per share of Series B Convertible Preferred Stock, to the extent the underwriters exercise their option to purchase additional shares of common stock. In addition to its purchases pursuant to its preemptive right, the Private Placement Purchaser has also agreed to purchase an additional 182,779 shares of Series B Convertible Preferred Stock, which will be convertible into 9,138,966 shares of common stock, at a price of $65.00 per share of Series B Convertible Preferred Stock, for expected additional aggregate gross proceeds of approximately $11.9 million.

The securities being offered to the Private Placement Purchaser will not be registered under the Securities Act of 1933, as amended (the “Securities Act”). Such issuances are also scheduled to close on or about February 2, 2026, 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 the net proceeds that it will receive from the proposed offering and the concurrent private placement (i) to fund the continued research and development of its drug candidates and (ii) for working capital and other general corporate purposes.

Jefferies and Piper Sandler are acting as joint book-running managers for the public offering. H.C. Wainwright & Co. is acting as lead manager 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 2, 2024 and declared effective by the SEC on August 15, 2024 (File No. 333-281208). 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 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, 350 North 5th Street, Suite 1000, Minneapolis, MN 55401, by telephone at (800) 747-3924, or via 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. Lexicon has a pipeline of drug candidates in discovery and clinical and preclinical development in neuropathic pain, hypertrophic cardiomyopathy (HCM), obesity, 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 offering, the use of proceeds from the 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, 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, 2024, and our subsequently filed Quarterly Reports on Form 10-Q for the quarter ended March 31, 2025, the quarter ended June 30, 2025 and the quarter ended September 30, 2025 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 and Media Inquiries:
Lisa DeFrancesco
Lexicon Pharmaceuticals, Inc.
lexinvest@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 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, 350 North 5th Street, Suite 1000, Minneapolis, MN 55401, by telephone at (800) 747-3924, or via email at prospectus@psc.com.

FAQ

How much is Lexicon (LXRX) raising in the January 30, 2026 offering?

Lexicon is expected to raise about $82.7 million in aggregate gross proceeds from both transactions. According to the company, the public offering yields roughly $41.6 million and the concurrent private placement about $41.1 million.

What are the terms of the public offering for Lexicon (LXRX)?

The public offering is for 32,000,000 common shares at $1.30 per share, with a 30-day overallotment option for 4,800,000 additional shares. According to the company, closing is expected on or about Feb 2, 2026.

What does the concurrent private placement to the Invus affiliate include for LXRX?

The private placement includes 22,400,000 common shares at $1.30 and Series B preferred stock convertible into common shares. According to the company, the Series B issuance converts into multiple common shares and yields approximately $41.1 million aggregate proceeds.

How might the offering affect LXRX shareholder dilution?

If issued and converted, the transactions could add up to 77,500,000 common shares, increasing share count materially. According to the company, conversion schedules and underwriter options drive the potential dilution amount.

What will Lexicon (LXRX) use the net proceeds for?

Net proceeds are intended to fund continued research and development of drug candidates and for working capital and general corporate purposes. According to the company, these uses are the stated priorities for the offering proceeds.