[8-K] LEXICON PHARMACEUTICALS, INC. Reports Material Event

Rhea-AI Filing Summary

Lexicon Pharmaceuticals (LXRX) filed a prospectus supplement for an at-the-market (ATM) offering of up to $75,000,000 of common stock under its existing Form S-3, with Jefferies LLC as sales agent. The Shares may be offered and sold from time to time pursuant to the Open Market Sale Agreement.

As of November 6, 2025, no sales have been made pursuant to the Agreement. Vinson & Elkins L.L.P. provided a legal opinion on the validity of the Shares, filed as Exhibit 5.1.

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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): November 6, 2025

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)

2445 Technology Forest Blvd., 11th Floor

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 Capital 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01 Other Events.

On November 6, 2025, Lexicon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with its previously announced Open Market Sale Agreement^SM, dated December 29, 2023 (the “Agreement”), with Jefferies LLC, as sales agent, pursuant to which the Company may offer and sell, from time to time, through Jefferies, shares of its common stock, par value $0.001, having an aggregate sales price of up to $75,000,000 (the “Shares”), filed a prospectus supplement to its Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”) on August 2, 2024, and declared effective by the SEC on August 15, 2024 (File No. 333-281208) with the SEC with respect to the offer and sale of the Shares from time to time pursuant to the Agreement. As of November 6, 2025, no sales have been made by the Company pursuant to the Agreement.

Vinson & Elkins L.L.P., counsel to the Company, has issued a legal opinion relating to the validity of the Shares being offered pursuant to the Agreement. A copy of such legal opinion, including the consent included therein, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Agreement nor shall there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
5.1		Opinion of Vinson & Elkins L.L.P.
23.1		Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
EX-104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 6, 2025				By:		/s/ Brian T. Crum
						Brian T. Crum
						Senior Vice President and General Counsel

FAQ

What did Lexicon Pharmaceuticals (LXRX) announce in this 8-K?

The company filed a prospectus supplement for an ATM program to offer and sell up to $75,000,000 of common stock through Jefferies LLC.

How much stock can LXRX sell under the ATM?

Up to an aggregate sales price of $75,000,000 of common stock, to be sold from time to time.

Have any shares been sold under the ATM as of the report date?

No. The filing states that as of November 6, 2025, no sales have been made pursuant to the Agreement.

Which registration statement covers this ATM?

It is covered by the company’s Form S-3 (File No. 333-281208), declared effective on August 15, 2024.

Who provided the legal opinion for the offering?

Vinson & Elkins L.L.P. issued the legal opinion on the validity of the Shares, filed as Exhibit 5.1.

Who is the sales agent for the ATM program?

Jefferies LLC serves as sales agent under the Open Market Sale Agreement.