Lexicon Pharmaceuticals Inc.
05/10/2024 | Press release | Distributed by Public on 05/10/2024 14:17
Submission of Matters to a Vote of Security Holders - Form 8-K
Item 3.02 Unregistered Sale of Equity Securities
On May 10, 2024, each outstanding share of our Series A Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), was converted (the "conversion") into 50 shares of our common stock, par value $0.001 per share (the "Common Stock"). 2,304,147 shares of Preferred Stock were outstanding immediately prior to the conversion, and 115,207,350 shares of Common Stock were issued as a result of the conversion. The Preferred Stock was sold in a previously announced private placement pursuant to a Preferred Stock Purchase Agreement at a price of $108.50 per share. The shares of Common Stock issued upon the conversion were issued pursuant to the terms of the Certificate of Designations of Series A Convertible Preferred Stock, which, among other things, provided for the automatic conversion of the Preferred Stock upon the satisfaction of certain conditions without any investment decision required of the holders thereof, and thus did not constitute a "sale" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). The shares of Common Stock issued pursuant to the conversion were issued in reliance upon an exemption from registration set forth in Section 3(a)(9) of the Securities Act, as the securities were issued to only holders of Preferred Stock and no commission or other remuneration was paid or given directly or indirectly for the solicitation of the conversion.