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Delaware
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000-30111
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76-0474169
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
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o
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Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))
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Item 3.03
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Material Modifications to Rights of Security Holders
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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Item 9.01
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Financial Statements and Exhibits
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Exhibit No.
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Description
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3.1
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—
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Certificate of Amendment to Amended and Restated Certificate of Incorporation
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Lexicon Pharmaceuticals, Inc.
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Date: May 22, 2015
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By:
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/s/ Brian T. Crum
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Brian T. Crum
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Vice
President and General Counsel
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Exhibit No.
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Description
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3.1
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—
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Certificate of Amendment to Amended and Restated Certificate of Incorporation
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FIRST:
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That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted to amend the Corporation’s Amended and Restated Certificate of Incorporation by changing Section 4.01(a) of Article IV thereof so that, as amended, such Section shall be and read as follows:
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SECOND:
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That pursuant to a resolution of its Board of Directors, an annual meeting of the Corporation’s stockholders was duly called and held upon notice in accordance with the provisions of Section 222 of the DGCL, at which meeting the necessary number of shares as required by applicable law were voted in favor of such amendment.
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THIRD:
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That such amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
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LEXICON PHARMACEUTICALS, INC.
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By:
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/s/ Brian T. Crum
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Brian T. Crum
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Secretary
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