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Lexicon Pharmaceuticals, Inc. – ‘8-K’ for 5/22/15

On:  Friday, 5/22/15, at 4:58pm ET   ·   For:  5/22/15   ·   Accession #:  1062822-15-27   ·   File #:  0-30111

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  As Of                Filer                Filing    For·On·As Docs:Size

 5/22/15  Lexicon Pharmaceuticals, Inc.     8-K:3,5,9   5/22/15    2:42K

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     19K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML      9K 


8-K   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  Form 8-K Reverse Split Charter Amendment  


 
 
 
 
 

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 20, 2015


Lexicon Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)

Delaware
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)


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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
o
Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))
 
 
 
 
 








Item 3.03
Material Modifications to Rights of Security Holders

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 20, 2015, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of Delaware to effect a one-for-seven reverse stock split of our common stock, par value $0.001 per share (the “Common Stock”), which became effective on the filing date. Upon effectiveness, each seven shares of issued and outstanding Common Stock were converted into one newly issued and outstanding share of Common Stock and the number of authorized shares of Common Stock was reduced from 900 million to 225 million.
No fractional shares were issued in connection with the reverse stock split. Any fractional shares of Common Stock that would have otherwise resulted from the reverse stock split will be converted into cash payments based on the closing price of the Common Stock as reported on the Nasdaq Global Select Market on May 19, 2015.
A copy of the Amendment is attached to this current report on Form 8-K as Exhibit 3.1, and the above summary is qualified in its entirety by reference to the full text of the Amendment.

Item 9.01
Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.
 
Description
3.1
Certificate of Amendment to Amended and Restated Certificate of Incorporation







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.
 
 
 
 
 
 
By:
 
 
 
 
Vice President and General Counsel







Index to Exhibits

Exhibit No.
 
Description
3.1
Certificate of Amendment to Amended and Restated Certificate of Incorporation





Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period End:5/22/15None on these Dates
5/20/15
5/19/15
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/12/21  Lexicon Pharmaceuticals, Inc.     10-K       12/31/20   82:7.9M
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Filing Submission 0001062822-15-000027   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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