Form 8-K

8-K — LEXICON PHARMACEUTICALS, INC.

Accession: 0001062822-26-000094

Filed: 2026-05-06

Period: 2026-05-04

CIK: 0001062822

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — lxrx-20260504.htm (Primary)

EX-99.1 (pressrelease05-06x2026.htm)

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8-K

8-K (Primary)

Filename: lxrx-20260504.htm · Sequence: 1

lxrx-20260504

0001062822FALSENasdaq00010628222026-05-042026-05-0400010628222021-07-302021-07-30

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): May 4, 2026

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 1.01 Entry into a Material Definitive Agreement

Loan and Security Agreement

On May 4, 2026, Lexicon Pharmaceuticals, Inc. (“Lexicon”) and its subsidiaries entered into a loan and security agreement with Hercules Capital, Inc. and certain of its affiliates (“Hercules”) that provides up to $100 million in borrowing capacity (the “Hercules Term Loans”) available in three tranches, each maturing in May 2030.

Monthly interest-only payments are due during an initial 18-month period, which may be extended to 24 months if specified performance milestones are achieved, including (a) Lexicon’s ongoing SONATA-HCM Phase 3 clinical trial of sotagliflozin in hypertrophic cardiomyopathy (“HCM”) achieving its primary endpoint with an acceptable safety profile and secondary data supporting the filing of an application for regulatory approval in the U.S. for the treatment of both obstructive and non-obstructive HCM and (b) Lexicon meeting specified financial requirements (the “Performance Milestones”). The interest-only period may be further extended to 30 months if additional specified performance milestones are achieved, including the U.S. Food and Drug Administration approving sotagliflozin for the treatment of both obstructive and non-obstructive HCM in a manner supporting Lexicon’s planned commercialization strategy (the “Tranche 2 Milestones”). The interest-only period will be followed by an amortization period extending through the maturity date.

The first $55 million tranche was funded at closing. The second $20 million tranche is available for draw at Lexicon’s option within 30 days following achievement of the Tranche 2 Milestones, but no later than June 15, 2028. The third $25 million tranche is available for draw at Lexicon’s option, subject to Hercules’s consent, at any time prior to the expiration of the interest-only payment period.

The Hercules Term Loans bear interest at a floating rate equal to the prime rate plus 3.10%, but not less than 9.85%, subject to additional interest if an event of default occurs and is continuing.

If an event of default occurs and is continuing, Hercules may declare all amounts outstanding under the loan and security agreement to be immediately due and payable. Lexicon may prepay the Hercules Term Loans in whole or in part at its option at any time. Any prepayment of the Hercules Term Loans is subject to prepayment fees equal to 3.0% of the outstanding principal being repaid, subject to a declining scale depending on when prepayment occurs relative to the applicable closing date.

A final payment equal to 6.25% of the amount funded under the Hercules Term Loans is due upon prepayment or maturity.

Lexicon’s obligations under the Hercules Term Loans are secured by a first lien security interest in all of the assets of Lexicon and its subsidiaries. The loan and security agreement contains certain customary representations and warranties, affirmative and negative covenants and events of default applicable to Lexicon and its subsidiaries. Financial covenants include (a) a minimum cash covenant beginning on June 1, 2027, which will be extended to January 1, 2028 upon achievement of the Tranche 2 Milestone and waived at any time Lexicon meets specified market capitalization requirements and (b) a minimum revenue covenant relating to net sales of its products beginning only at specified times after Lexicon draws the second or third tranche, which will be waived at any time Lexicon meets specified minimum cash and/or market capitalization requirements. Additional covenants include those restricting dispositions, fundamental changes to its business, mergers or acquisitions, indebtedness, encumbrances, distributions, investments, transactions with affiliates and subordinated debt.

Warrants

In connection with the loan and security agreement, Lexicon agreed to grant Hercules warrants to purchase a number of shares of its common stock equal to 2% of the aggregate principal amount of the Hercules Term Loans made and funded under the loan and security agreement at an exercise price of $1.59 per share. Concurrent with the funding of the first tranche, Lexicon granted Hercules warrants to purchase 691,823 shares of its common stock. Upon funding of the second and third tranches, Lexicon will grant Hercules warrants to purchase an additional 251,572 and 314,465 shares of its common stock, respectively. The warrants are exercisable for a five-year period from the date of issuance and feature a net cashless exercise provision.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02. The issuance of the warrants discussed above and the underlying shares of common stock issuable upon exercise of the warrants have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”). The issuance of the warrants was made in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof. Any shares of common stock issuable upon exercise of the warrants will be issued in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) or Section 4(a)(2) thereof.

Item 7.01 Regulation FD Disclosure

On May 4, 2026, Lexicon issued a press release announcing the execution of the loan and security agreement discussed above, a copy of which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, is being “furnished” pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1 —

Press Release of Lexicon Pharmaceuticals, Inc. dated May 4, 2026

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: May 6, 2026 By: /s/ Brian T. Crum

Brian T. Crum

Senior Vice President and General Counsel

EX-99.1

Filename: pressrelease05-06x2026.htm · Sequence: 2

Document

Exhibit 99.1

Lexicon Pharmaceuticals Announces $100 Million Loan Facility

with Hercules Capital

$55 million funded at closing to repay existing loan facility

The Woodlands, Texas, May 4, 2026 – Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX) announced today that it has entered into a loan facility with Hercules Capital, Inc. (NYSE: HTGC). that provides up to $100 million in borrowing capacity. Access to this non-dilutive capital provides Lexicon with greater financial flexibility through both an extended interest-only period and maturity date and the opportunity to further strengthen its balance sheet to support pivotal upcoming regulatory and commercial milestones.

“Operational excellence, financial discipline and financial flexibility are key pillars of our corporate strategy for long-term growth,” said Scott Coiante, Lexicon’s chief financial officer. “By refinancing our existing loan facility with Hercules Capital, a strong partner with a history of supporting biotech innovation, we are expanding our access to non-dilutive capital and gaining additional flexibility to opportunistically deploy capital on value-creating initiatives, including the advancement of our pipeline of late-stage cardiometabolic programs.”

”Hercules Capital is pleased to support Lexicon Pharmaceuticals with a flexible financing solution that will support it through upcoming clinical and regulatory milestones,” said Adam Soller, Managing Director. “This partnership underscores our commitment to funding innovative therapies that address significant unmet medical needs.”

Under the terms of the agreement, the initial $55 million tranche was funded at closing and will be used to repay Lexicon’s existing loan facility with Oxford Finance. The second $20 million tranche is available for draw at Lexicon’s option subject to the achievement of certain clinical, regulatory and financial milestones and specified timing requirements. The third $25 million tranche is available for draw at Lexicon’s option following its draw of the second tranche and subject to Hercules’ consent and specified timing requirements.

The loan facility carries a floating interest rate equal to the prime rate plus 3.1%, with a floor not less than 9.85%. The loan facility provides for an initial interest-only period of 18 months, with the potential for two six-month extensions. The outstanding principal amount and all accrued but unpaid interest shall be repaid on or before May 4, 2030.

Lexicon’s obligations under the loan facility are secured by a first lien security interest in all of Lexicon’s assets and are subject to customary covenants, including a minimum cash covenant beginning on June 1, 2027, subject to extension upon the achievement of certain clinical and financial milestones and waiver upon the achievement of certain financial conditions.

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, preclinical, and clinical development in neuropathic pain, hypertrophic cardiomyopathy (HCM), obesity and metabolic disorders, and other cardiometabolic indications. For additional information, please visit www.lexpharma.com.

Safe Harbor Statement

This press release contains “forward-looking statements,” 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 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, 2025, as 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 Media Inquiries:

Dave Belian

Lexicon Pharmaceuticals, Inc.

lexinvest@lexpharma.com

For Investor Inquiries:

Lisa DeFrancesco

Lexicon Pharmaceuticals, Inc.

lexinvest@lexpharma.com

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