United States securities and exchange commission logo
March 29, 2024
Lonnel Coats
Chief Executive Officer
Lexicon Pharmaceuticals, Inc.
2445 Technology Forest Blvd., 11th Floor
The Woodlands, TX 77381
Re: Lexicon
Pharmaceuticals, Inc.
Registration
Statement on Form S-3
Filed March 25,
2024
File No. 333-278210
Dear Lonnel Coats:
We have conducted a limited review of your registration statement
and have the
following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
General
1. We note that you are
registering the resale of up to 57,661,250 shares of common
stock. However, we note
from your disclosure on page 12 that you currently have
300,000,000 shares of
common stock authorized at this time. Please either revise the
resale offering so that
the volume of common stock registered in the resale offering does
not exceed the number
of shares of common stock that remain available for issuance at the
time you anticipate
having the registration statement declared effective or revise to update
your disclosure and
opinion of counsel once the amendment to your charter referenced on
page 5 has been
approved by your stockholders. For guidance, refer to Section
II.B.1.a of Staff Legal
Bulletin No. 19.
We remind you that the company and its management are responsible
for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of
Lonnel Coats
Lexicon Pharmaceuticals, Inc.
March 29, 2024
Page 2
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Tyler Howes at 202-551-3370 or Tim Buchmiller at
202-551-3635 with
any other questions.
Sincerely,
FirstName LastNameLonnel Coats
Division of
Corporation Finance
Comapany NameLexicon Pharmaceuticals, Inc.
Office of Life
Sciences
March 29, 2024 Page 2
cc: Jackson A. O'Maley, Esq.
FirstName LastName