Lexicon Pharmaceuticals Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$LXRX
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 2025
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices and Zip Code)
(281 ) 863-3000
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Securities registered pursuant to Section 12(b) of the Act:
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Item 1.01 Entry into a Material Definitive Agreement.
Exclusive License Agreement with Novo Nordisk
On March 27, 2025, we entered into an Exclusive License Agreement (the “Agreement”) with Novo Nordisk A/S (“Novo Nordisk”) for the worldwide development, manufacture and commercialization of LX9851, our preclinical drug candidate for obesity and associated cardiometabolic disorders.
Under the Agreement, we granted Novo Nordisk an exclusive, worldwide, royalty-bearing right and license under our patent rights and know-how to develop, manufacture and commercialize LX9851. Subject to specified exceptions, we may not develop, manufacture or commercialize any other compound which is directed to acyl-CoA synthetase 5 (“ACSL5”) during the term of the Agreement and for two years thereafter.
Under the Agreement, Novo Nordisk will pay us an upfront payment of $45 million. In addition, we are eligible to receive from Novo Nordisk (a) up to an aggregate of $485 million upon the achievement of specified regulatory and commercial launch milestones and (b) up to an aggregate of $475 million upon the achievement of specified sales milestones. We are also entitled to tiered, escalating royalties ranging from single-digit to low-double-digit percentages of annual net sales of LX9851, subject to customary royalty reduction provisions.
Lexicon is responsible for using commercially reasonable efforts to complete agreed-upon IND-enabling activities for LX9851 pursuant to an approved research plan and providing clinical supply of LX9851 to Novo Nordisk at an agreed upon transfer price for a specified time period. Novo Nordisk is responsible for customary diligence obligations with respect to the development and commercialization of LX9851.
The parties’ activities under the Agreement are governed by a joint steering committee which reflects equal representation from both parties. If the joint steering committee is not able to make a decision by consensus and the parties are not able to resolve the issue through escalation to specified senior executive officers of the parties, then Novo Nordisk will have final decision-making authority, subject to limitations specified in the Agreement.
The Agreement will, subject to customary survival provisions, expire upon the expiration of all applicable royalty terms for all licensed products in all countries. The royalty term for each licensed product in each country is the period commencing on the first commercial sale of a licensed product in a country and ending on the later of expiration of specified patent coverage and 10 years following the first commercial sale in the applicable country. Either party may terminate the Agreement in the event of an uncured material breach by the other party and Novo Nordisk may terminate the Agreement on a country-by-country and licensed product-by-licensed product basis upon specified written notice.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which we expect to file as an exhibit to our quarterly report on Form 10-Q for the three months ending March 31, 2025.
Amendment to Oxford Loan Agreement
On March 27, 2025, we and one of our subsidiaries entered into a seventh amendment (the “Seventh Amendment”) to our loan and security agreement with Oxford Finance LLC and the lenders listed therein (collectively, “Oxford”) (a) providing for the immediate payment to the lenders of $45 million and certain additional potential prepayment obligations, (b) modifying the amortization date and repayment amortization schedule under the loans, (c) modifying the existing financial covenant relating to
minimum cash and (d) eliminating the existing financial covenant relating to net sales of INPEFA® (sotagliflozin), as well as certain other terms.
The Seventh Amendment is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference. The description of the Seventh Amendment in this Current Report is a summary and is qualified in its entirety by the terms of the Seventh Amendment.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
| †10.1 | — | Seventh Amendment to Loan and Security Agreement, dated March 27, 2025, with Oxford Finance, LLC and the lenders listed therein | ||||||
| EX-104 | — | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||
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| † | Certain information (indicated by “[**]”) has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the Company if publicly disclosed. | ||||
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: March 28, 2025 | By: | /s/ Brian T. Crum | ||||||
| Brian T. Crum | ||||||||
Senior Vice President and General Counsel | ||||||||