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 March 31, 2017


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, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer  Accelerated filer  þ  Non-accelerated filer


Smaller reporting company  Emerging growth company


If an emerging growth company, indicate by check mark if the registration has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. q


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


YesNoþ





As of July 28, 2017, 105,581,456 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 March 31, 2017 originally filed with the Securities and Exchange Commission on May 4, 2017, 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 March 31, 2017 is amended by this Form 10-Q/A.








Part II -- Other Information





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




Exhibit No.Description*†10.1—Commercial Supply Agreement, dated June 6, 2016, with Catalent CTS, LLC10.2Sixth Amendment to Loan and Security Agreement and to Other Loan Documents, dated April 20, 2017, between Lex-Gen Woodlands, L.P. and iStar Lex Lender LLC (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 20, 2017 and incorporated by reference herein).10.32017 Equity Incentive Plan (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 27, 2017 and incorporated by reference herein).10.42017 Non-Employee Directors' Equity Incentive Plan (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated April 27, 2017 and incorporated by reference herein).10.5Summary of Non-Employee Director Compensation (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K dated April 27, 2017 and incorporated by reference herein).*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 Document101.SCH—XBRL Taxonomy Extension Schema Document101.CAL—XBRL Taxonomy Extension Calculation Linkbase Document101.DEF—XBRL Taxonomy Extension  Definition Linkbase Document101.LAB—XBRL Taxonomy Extension Label Linkbase Document101.PRE—XBRL Taxonomy Extension Presentation Linkbase Document*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:August 1, 2017By:/s/ Lonnel CoatsLonnel CoatsPresident and Chief Executive OfficerDate:August 1, 2017By:/s/ Jeffrey L. WadeJeffrey L. WadeExecutive Vice President, Corporate and Administrative Affairs and Chief Financial Officer