LEXICON PHARMACEUTICALS, INC. 10-Q

Item 1. Financial Statements Lexicon Pharmaceuticals, Inc. Condensed Consolidated Balance Sheets (In thousands, except par value and share amounts) As of March 31, As of December 31, 2024 2023 Assets (unaudited) Current assets: Cash and cash equivalents $ 96,494 $ 22,465 Short-term investments 259,104 147,561 Accounts receivable, net 1,526 1,010 Inventory 514 381 Prepaid expenses and other current assets 7,009 5,130 Total current assets 364,647 176,547 Property and equipment, net of accumulated depreciation and amortization of $ 4,682 and $ 4,538 , respectively 1,843 1,987 Goodwill 44,543 44,543 Operating lease right-of-use-assets 5,358 5,524 Other assets 828 828 Total assets $ 417,219 $ 229,429 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 8,067 $ 14,389 Accrued liabilities 15,332 17,157 Total current liabilities 23,399 31,546 Long-term debt, net 99,874 99,508 Long-term operating lease liabilities 5,079 5,265 Total liabilities 128,352 136,319 Commitments and contingencies (Note 6) Stockholders’ Equity: Preferred stock, $ 0.01 par value; 5,000,000 shares authorized Series A Convertible preferred stock, 2,304,147 and no shares issued, respectively 23 — Common stock, $ 0.001 par value; 300,000,000 shares authorized; 247,764,761 and 245,792,668 shares issued, respectively 248 245 Additional paid-in capital 2,108,497 1,862,558 Accumulated deficit ( 1,815,236 ) ( 1,766,839 ) Accumulated other comprehensive income/(loss) ( 50 ) 31 Treasury stock, at cost, 1,528,008 and 867,973 shares, respectively ( 4,615 ) ( 2,885 ) Total stockholders’ equity 288,867 93,110 Total liabilities and stockholders’ equity $ 417,219 $ 229,429 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Lexicon Pharmaceuticals, Inc. Condensed Consolidated Statements of Comprehensive Loss (In thousands, except per share amounts) (Unaudited) Three Months Ended March 31, 2024 2023 Revenues: Net product revenue $ 1,093 $ — Royalties and other revenue 37 24 Total revenues 1,130 24 Operating expenses: Cost of sales 31 — Research and development, including stock-based compensation of $ 1,594 and $ 1,203 , respectively 14,372 12,026 Selling, general and administrative, including stock-based compensation of $ 2,708 and $ 2,212 , respectively 32,060 19,140 Total operating expenses 46,463 31,166 Loss from operations ( 45,333 ) ( 31,142 ) Interest and other expense ( 4,948 ) ( 1,821 ) Interest income and other, net 1,884 1,029 Net loss $ ( 48,397 ) $ ( 31,934 ) Net loss per common share, basic and diluted $ ( 0.20 ) $ ( 0.17 ) Shares used in computing net loss per common share, basic and diluted 245,390 189,014 Other comprehensive loss: Unrealized (loss) gain on investments ( 81 ) 265 Comprehensive loss $ ( 48,478 ) $ ( 31,669 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Lexicon Pharmaceuticals, Inc. Condensed Consolidated Statements of Stockholders’ Equity (In thousands) (Unaudited) Common Stock Preferred Stock Additional Accumulated Other Shares Par Value Shares Par Value Paid-In Capital Accumulated Deficit Comprehensive Gain (Loss) Treasury Stock Total Balance at December 31, 2022 189,214 $ 189 — $ — $ 1,709,144 $ ( 1,589,720 ) $ ( 428 ) $ ( 2,061 ) $ 117,124 Stock-based compensation — — — — 3,415 — — — 3,415 Issuance of common stock under Equity Incentive Plans 1,216 1 — — ( 1 ) — — — — Repurchase of common stock — — — — — — — ( 824 ) ( 824 ) Net loss — — — — — ( 31,934 ) — — ( 31,934 ) Unrealized gain (loss) on investments — — — — — — 265 — 265 Balance at March 31, 2023 190,430 $ 190 — $ — $ 1,712,558 $ ( 1,621,654 ) $ ( 163 ) $ ( 2,885 ) $ 88,046 Common Stock Preferred Stock Additional Accumulated Other Shares Par Value Shares Par Value Paid-In Capital Accumulated Deficit Comprehensive Gain (Loss) Treasury Stock Total Balance at December 31, 2023 245,793 $ 245 $ — $ — $ 1,862,558 $ ( 1,766,839 ) $ 31 $ ( 2,885 ) $ 93,110 Stock-based compensation — — — — 4,302 — — — 4,302 Issuance of preferred stock, net of fees — — 2,304 23 241,552 — — — 241,575 Issuance of common stock under Equity Incentive Plans 1,972 3 — — 85 — — — 88 Repurchase of common stock — — — — — — — ( 1,730 ) ( 1,730 ) Net loss — — — — — ( 48,397 ) — — ( 48,397 ) Unrealized gain (loss) on investments — — — — — — ( 81 ) — ( 81 ) Balance at March 31, 2024 247,765 $ 248 2,304 $ 23 $ 2,108,497 $ ( 1,815,236 ) $ ( 50 ) $ ( 4,615 ) $ 288,867 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Lexicon Pharmaceuticals, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Three Months Ended March 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 48,397 ) $ ( 31,934 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 144 112 Stock-based compensation 4,302 3,415 Amortization of debt-related costs 517 265 Other non-cash adjustments ( 226 ) — Changes in operating assets and liabilities: Increase in accounts receivable ( 516 ) ( 234 ) Increase in inventories ( 133 ) — Increase in prepaid expenses and other current assets ( 1,879 ) ( 867 ) Decrease in other long-term assets 166 400 Decrease in accounts payable and other liabilities ( 9,108 ) ( 2,770 ) Net cash used in operating activities ( 55,130 ) ( 31,613 ) Cash flows from investing activities: Purchases of property and equipment — ( 248 ) Purchases of investments ( 183,224 ) ( 28,864 ) Maturities of investments 73,000 41,205 Net cash (used in) provided by investing activities ( 110,224 ) 12,093 Cash flows from financing activities: Proceeds from issuance of common stock for equity incentive plans 88 — Proceeds from issuance of preferred stock, net of fees 241,425 — Repurchase of common stock for equity incentive plans ( 1,730 ) ( 824 ) Other ( 400 ) — Net cash provided by (used in) financing activities 239,383 ( 824 ) Net increase (decrease) in cash and cash equivalents 74,029 ( 20,344 ) Cash and cash equivalents at beginning of period 22,465 46,345 Cash and cash equivalents at end of period $ 96,494 $ 26,001 Supplemental disclosure of cash flow information: Cash paid for interest $ 3,257 $ 1,556 Supplemental disclosure of non-cash investing and financing activities: Accrued financing costs $ 150 $ — The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Lexicon Pharmaceuticals, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Summary of Significant Accounting Policies Basis of Presentation. The accompanying unaudited condensed consolidated financial statements of Lexicon Pharmaceuticals, Inc. (“Lexicon” or the “Company”) include the accounts of Lexicon and its wholly-owned subsidiaries. Intercompany transactions and balances are eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ended December 31, 2024. For further information, refer to the financial statements and footnotes thereto included in Lexicon’s annual report on Form 10-K for the year ended December 31, 2023, as filed with the SEC. Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant Accounting Policies. There have been no significant changes to our summary of significant policies discussed in our annual report on Form 10-K for the year ended December 31, 2023. Recent Accounting Pronouncements Issued But Not Yet Adopted . In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures , which is effective retrospectively for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures , which is effective prospectively for annual periods beginning after December 15, 2024. Early adoption is permitted for both standards. We do not expect these accounting pronouncements to have a material impact on our financial statements. 7 2. Cash and Cash Equivalents and Investments The fair value of cash and cash equivalents and investments held at March 31, 2024 and December 31, 2023 are as follows: As of March 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents $ 96,494 $ — $ — $ 96,494 Securities maturing within one year: U.S. treasury securities 245,145 9 ( 56 ) 245,098 Corporate debt securities 14,008 3 ( 5 ) 14,006 Total short-term investments $ 259,153 $ 12 $ ( 61 ) $ 259,104 Total cash and cash equivalents and investments $ 355,647 $ 12 $ ( 61 ) $ 355,598 As of December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (in thousands) Cash and cash equivalents $ 22,465 $ — $ — $ 22,465 Securities maturing within one year: U.S. treasury securities 141,577 31 ( 12 ) 141,596 Corporate debt securities 5,954 11 — 5,965 Total short-term investments $ 147,531 $ 42 $ ( 12 ) $ 147,561 Total cash and cash equivalents and investments $ 169,996 $ 42 $ ( 12 ) $ 170,026 As of March 31, 2024 and December 31, 2023, our investments in an unrealized loss position had an estimated fair value of $ 216.0 million and $ 58.5 million, respectively. There were no realized gains or losses during either of the three month periods ended March 31, 2024 and 2023. 3. Fair Value Measurements The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Assets and liabilities recorded at fair value in the condensed consolidated balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. The following levels are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities: • Level 1 - quoted prices in active markets for identical assets, which include U.S. treasury securities • Level 2 - other significant observable inputs (including quoted prices for similar investments, market corroborated inputs, etc.), which includes corporate debt securities • Level 3 - significant unobservable inputs 8 The inputs or methodology used for valuing securities are not necessarily an indication of the credit risk associated with investing in those securities. The following tables provide the fair value measurements of applicable Company assets that are measured at fair value on a recurring basis according to the fair value levels defined above as of March 31, 2024 and December 31, 2023. There were no transfers between Level 1 and Level 2 during the periods presented. Assets at Fair Value as of March 31, 2024 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents $ 96,494 $ — $ — $ 96,494 Short-term investments 245,098 14,006 — 259,104 Total cash and cash equivalents and investments $ 341,592 $ 14,006 $ — $ 355,598 Assets at Fair Value as of December 31, 2023 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents $ 22,465 $ — $ — $ 22,465 Short-term investments 141,596 5,965 — 147,561 Total cash and cash equivalents and investments $ 164,061 $ 5,965 $ — $ 170,026 The carrying amount of cash and cash equivalents, prepaid expenses and other assets, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. The fair value of the Oxford Term Loans (see Note 5) is determined under Level 2 in the fair value hierarchy and approximates carrying value as the loans bear interest at a rate that approximates prevailing market rates for instruments with similar characteristics. 4. Supplemental Financial Information The following tables show the Company’s additional balance sheet information as of March 31, 2024 and December 31, 2023: As of March 31, As of December 31, 2024 2023 (in thousands) Inventories: Raw materials $ — $ — Work-in-progress 84 100 Finished goods 430 281 Inventory $ 514 $ 381 As of March 31, As of December 31, 2024 2023 (in thousands) Accrued Liabilities: Accrued research and development services $ 3,688 $ 3,705 Accrued compensation and benefits 6,493 9,591 Short-term lease liability 1,291 1,291 Other 3,860 2,570 Total accrued liabilities $ 15,332 $ 17,157 9 5. Debt Obligations Oxford Term Loans Overview. Lexicon and one of its subsidiaries entered into a loan and security agreement with Oxford Finance LLC (“Oxford”) in March 2022 (as subsequently amended) that provides up to $ 150 million in borrowing capacity (the “Oxford Term Loans”). The Oxford Term Loans are available in five tranches, each maturing in March 2027. The first two $ 25 million tranches totaling $ 50 million were funded in 2022 and the third $ 50 million tranche was funded in June 2023. The fourth $ 25 million tranche will be available for draw at Lexicon’s option upon the achievement of specified INPEFA net sales and until April 15, 2025. An unused fee will be due in the event Lexicon does not draw the full amount when available under the fourth tranche. The fifth $ 25 million tranche is available for draw at Lexicon’s option, subject to Oxford’s consent, at any time prior to the expiration of the interest-only period in March 2025 as described below. As of March 31, 2024, the carrying value of the Oxford Term Loans on the condensed consolidated balance sheet was $ 99.9 million, reflecting an unamortized discount of $ 6.1 million to the face value of long-term debt related to debt issuance costs, the final payment exit fee, and the warrant fair value described below, which are being amortized into interest and other expense throughout the life of the term loan using the effective interest rate method. A final payment exit fee of $ 6.0 million equal to 6 % of the amount funded under the Oxford Term Loans is due upon prepayment or maturity. Oxford Warrants. Concurrent with the funding of each of the first three tranches, Lexicon granted Oxford warrants to purchase 420,673 shares of Lexicon’s common stock at an exercise price of $ 2.08 per share, 224,128 shares of Lexicon’s common stock at an exercise price of $ 1.95 per share and 183,824 shares of Lexicon’s common stock at an exercise price of $ 2.38 per share, respectively. Subject to and upon funding of the fourth tranche, Lexicon will grant Oxford a warrant to purchase shares of its common stock having a value equal to 1.75 % of such tranche, as determined by reference to a 10 -day average closing price of the shares, and having an exercise price equal to such average closing price. All warrants are exercisable for five years from their respective grant dates and feature a net cashless exercise provision. The Company allocated the proceeds from each term loan tranche to the corresponding warrant using the relative fair value method and used the Black-Scholes model to calculate the fair value of the warrants. These warrants reduced the carrying value of long-term debt and are classified as equity instruments in additional paid-in capital on the condensed consolidated balance sheet. Interest and Principal Payments. Monthly interest-only payments are due during an initial 36-month period from the original March 2022 borrowing date. The interest-only period will be followed by an amortization period extending through the maturity date. Payments of $ 34.8 million, $ 52.2 million, and $ 19.0 million, including debt principal and final exit fee payments, will be due during the fiscal years ended December 31, 2025, December 31, 2026 and December 31, 2027, respectively, with respect to all borrowed loan tranches as of March 31, 2024. Any prepayment of the Oxford Term Loans is subject to prepayment fees of up to 3 % which decline over the three years following the funding date of each loan tranche. The Company has classified its debt as long-term based on its intent and ability to refinance with the recent equity financing (see Note 8) if the Company is unable to meet the financial covenants within one year . Prior to June 2023 the Oxford Term Loans bore interest at a floating rate equal to the 30-day U.S. Dollar LIBOR plus 7.90 %, but not less than 8.01 %, subject to additional interest if an event of default occurs and is continuing. Following the June 2023 amendment to the loan and security agreement, the floating interest rate is currently based on the sum of (a) the 1-month CME Term Secured Overnight Financing Rate (SOFR), (b) 0.10 %, and (c) 7.90 % for the first and second tranches and 7.00 % for the third and fourth tranches. As of March 31, 2024, the weighted average interest rate of the Oxford Term Loans was 12.9 %. During the three months ended March 31, 2024, the Company recognized interest expense of $ 3.8 million, including $ 0.5 million in amortization of discount and related debt issuance costs. Restrictive Provisions/Covenants. If an event of default occurs and is continuing, Oxford may declare all amounts outstanding under the loan and security agreement to be immediately due and payable. Additionally, Lexicon may prepay the Oxford Term Loans in whole at its option at any time. Lexicon’s obligations under the Oxford Term Loans are secured by a first lien security interest in all of the assets of the Company 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. The loan and security agreement includes a financial covenant which requires Lexicon to maintain a minimum cash and investments balance of $ 10 million until the achievement of specified INPEFA net sales. Upon funding of the fourth tranche, the minimum cash and investments balance will increase to $ 25 million. The loan and security agreement also includes a separate financial covenant relating to net sales of INPEFA. In March 2024, this covenant was further amended and will be effective as of June 30, 2024. In addition to the financial covenants, additional covenants include those restricting dispositions, fundamental changes to its 10 business, mergers or acquisitions, indebtedness, encumbrances, distributions, investments, transactions with affiliates and subordinated debt. The Company was in compliance with its debt covenants as of March 31, 2024. 6. Commitments and Contingencies Operating Lease Obligations. Lexicon’s operating leases include leases of office space in The Woodlands, Texas and Bridgewater, New Jersey and will expire in August 2025 and January 2034, respectively. Operating lease right-of-use assets and associated lease liabilities are recorded in the condensed consolidated balance sheet at the lease commencement date based on the present value of future lease payments to be made over the expected lease term. As the implicit rate is not determinable in its leases, Lexicon uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of lease payments. Lexicon does not apply this accounting to those leases with terms of twelve months or less. As of March 31, 2024 and December 31, 2023, the right-of-use assets for the office space leases of $ 5.4 million and $ 5.5 million, respectively, are separately included in operating lease right-of-use-assets in the condensed consolidated balance sheet. Current liabilities relating to the leases were included in accrued liabilities in the condensed consolidated balance sheet (as further described in Note 4) and long-term operating lease liabilities are separately included in the condensed consolidated balance sheet. During the three months ended March 31, 2024 and 2023, the Company incurred lease expense of $ 0.4 million. During the three months ended March 31, 2024 and 2023, the Company made cash payments for lease liabilities of $ 0.3 million and $ 0.1 million, respectively. As of March 31, 2024 and December 31, 2023, the weighted-average remaining lease terms were 8.9 years and 9 years, respectively, with weighted-average discount rates of 9.6 %. The following table reconciles the undiscounted cash flows of the operating lease liability to the recorded lease liability at March 31, 2024: (in thousands) 2024 $ 1,036 2025 1,220 2026 865 2027 881 2028 898 Thereafter 4,746 Total undiscounted operating lease liability 9,646 Less: amount of lease payments representing interest ( 3,276 ) Present value of future lease payments 6,370 Less: short-term operating lease liability ( 1,291 ) Long-term operating lease liability $ 5,079 Legal Proceedings. Lexicon is from time to time party to claims and legal proceedings that arise in the normal course of its business and that it believes will not have, individually or in the aggregate, a material adverse effect on its results of operations, financial condition or liquidity. 7. Equity Incentive Awards Stock-Based Compensation. The Company has stockholder-approved equity incentive plans that permit the grant of stock options, restricted stock unit awards, and other stock-based awards to employees, directors, and consultants of the Company. Compensation expense related to stock options and restricted stock units (“RSUs”) is determined based on the fair value of the award on the date of the grant and is recognized on a straight-line basis over the vesting period in which an employee is required to provide service. Compensation expense of $ 4.3 million and $ 3.4 million for the three months ended March 31, 2024 and 2023, respectively, is recorded separately in research and development expense and selling, general, and administrative expense as noted on the Company’s condensed consolidated statements of comprehensive loss. 11 The fair value of stock options is estimated at the date of grant using the Black-Scholes method requiring the input of subjective assumptions. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. For purposes of determining the fair value of stock options, the Company segregates its options into two homogeneous groups, based on exercise and post-vesting employment termination behaviors, resulting in different assumptions used for expected option lives. Historical data is used to estimate the expected option life for each group. Expected volatility is based on the historical volatility in the Company’s stock price. The following weighted-average assumptions were used for stock options granted in the three months ended March 31, 2024 and 2023: Expected Volatility Risk-free Interest Rate Expected Term Dividend Rate March 31, 2024 Employees 96 % 4.3 % 4 — % Officers and non-employee directors 104 % 4.2 % 6 — % March 31, 2023 Employees 112 % 4.1 % 4 — % Officers and non-employee directors 98 % 3.9 % 6 — % The following is a summary of stock option activity under Lexicon’s stock-based compensation plans for the three months ended March 31, 2024: Stock Options Weighted Average Exercise Price (in thousands) Outstanding at December 31, 2023 18,705 $ 3.93 Granted 3,822 2.16 Exercised ( 51 ) 1.72 Expired ( 148 ) 12.04 Forfeited ( 670 ) 2.21 Outstanding at March 31, 2024 21,658 3.62 Exercisable at March 31, 2024 9,631 $ 5.03 The following is a summary of restricted stock unit activity under Lexicon’s stock-based compensation plans for the three months ended March 31, 2024: RSU’s Weighted Average Grant Date Fair Value (in thousands) Outstanding at December 31, 2023 5,015 $ 2.78 Granted 8,270 2.15 Vested ( 1,921 ) 3.12 Forfeited ( 297 ) 2.32 Outstanding at March 31, 2024 11,067 $ 2.26 12 8. Other Capital Agreements Convertible Preferred Stock. On March 11, 2024, Lexicon entered into an agreement with certain accredited investors pursuant to which the Company agreed to sell 2,304,147 shares of its Series A Convertible Preferred Stock, par value $ 0.01 per share, in a private placement at a price of $ 108.50 per share. The Company received net proceeds of approximately $ 242 million, after deducting placement agent fees and offering expenses from the private placement offering. Each share of preferred stock is convertible into 50 shares of common stock following the approvals listed below. An affiliate of Invus, L.P. elected to participate on the same terms as each other purchaser on a pro rata basis and also agreed to vote at the Company’s 2024 annual meeting of stockholders in favor of the approval of an amendment to the Company’s certificate of incorporation increasing the total authorized common shares thereunder from 300,000,000 to 450,000,000 shares (the “New Charter”). Following the approval of the New Charter by the Company’s shareholders, the adoption of the New Charter by the Company’s board of directors, and the filing and acceptance of the New Charter by the Secretary of State of Delaware, each share of preferred stock will automatically convert into 50 shares (subject to adjustments) of common stock, or approximately 115 million additional common shares in total. Our convertible preferred shares, as well as other potentially dilutive securities, are not included in the calculation of diluted earnings per common share as we have reported a net loss for the three months ended March 31, 2024 and 2023, and their effect would be anti-dilutive. 13