UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-Q/A


(Amendment No. 1)


(Mark One)


RQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934


For the Quarterly Period Ended September 30, 2014


or


qTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934


For the Transition Period from _____________ to _____________


Commission File Number:  000-30111


Lexicon Pharmaceuticals, Inc.


(Exact Name of Registrant as Specified in its Charter)


Delaware76-0474169(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S. EmployerIdentification 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)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.


YesþNo





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


YesþNo





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer  Accelerated filer  þ  Non-accelerated filer  Smaller reporting company


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


YesNoþ





As of December 22, 2014, 724,359,968 shares of the registrant’s common stock, par value $0.001 per share, were outstanding.








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EXPLANATORY NOTE


We are filing this amendment to our Quarterly Report on Form 10-Q for the three months ended September 30, 2014 originally filed with the Securities and Exchange Commission on November 6, 2014, solely for the purpose of filing a revised version of Exhibit 10.1 to disclose certain information for which confidential treatment had been initially requested.  Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, we are including Part II, Item 6 below.  Except as specifically indicated herein, no other information included in our Quarterly Report on Form 10-Q for the three months ended September 30, 2014 is amended by this Form 10-Q/A.





Part II -- Other Information





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|------- | --------
|Item 6. | Exhibits




Exhibit No.Description*†10.1—License and Collaboration Agreement, dated October 21, 2014, with Ipsen Pharma SAS*31.1—Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*31.2—Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*32.1—Certification of Principal Executive and Principal Financial Officers Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002101.INS—XBRL Instance Document (filed as Exhibit 101.INS to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2014 and incorporated by reference herein).101.SCH—XBRL Taxonomy Extension Schema Document (filed as Exhibit 101.SCH to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2014 and incorporated by reference herein).101.CAL—XBRL Taxonomy Extension Calculation Linkbase Document (filed as Exhibit 101.CAL to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2014 and incorporated by reference herein).101.DEF—XBRL Taxonomy Extension  Definition Linkbase Document (filed as Exhibit 101.DEF to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2014 and incorporated by reference herein).101.LAB—XBRL Taxonomy Extension Label Linkbase Document (filed as Exhibit 101.LAB to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2014 and incorporated by reference herein).101.PRE—XBRL Taxonomy Extension Presentation Linkbase Document (filed as Exhibit 101.PRE to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2014 and incorporated by reference herein).*Filed herewith†Confidential treatment has been requested for a portion of this exhibit.  The confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission.














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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:December 23, 2014By:/s/ Lonnel CoatsLonnel CoatsPresident and Chief Executive OfficerDate:December 23, 2014By:/s/ Jeffrey L. WadeJeffrey L. WadeExecutive Vice President, Corporate Development and Chief Financial Officer