Debt Obligations

3 Months Ended

Mar. 31, 2023

Debt Obligations [Abstract]

Debt Disclosure

Debt Obligations

Oxford Term Loans. In March 2022, Lexicon and one of its subsidiaries entered into a loan and security agreement with Oxford Finance LLC (“Oxford”) that provides up to $150 million in borrowing capacity (the “Oxford Term Loans”) available in four tranches, each maturing in March 2027. Monthly interest-only payments are due during an initial 36-month period, which may be extended at Lexicon’s option to 48 months if Lexicon maintains compliance with financial covenants relating to net sales of sotagliflozin following regulatory approval and minimum cash balance requirements following funding of the third tranche. The interest-only period will be followed by an amortization period extending through the maturity date.

The first $25 million tranche was funded at closing. The second $25 million tranche was funded on December 30, 2022. The loan and security agreement was amended on May 1, 2023, to increase the amount available for draw under the third tranche from $50 million to $75 million and decrease the amount available for draw under the fourth tranche from $50 million to $25 million. The third tranche is available for draw at Lexicon’s option prior to June 30, 2023, but within 60 days of U.S. regulatory approval of sotagliflozin for heart failure. An unused fee will be due in the event Lexicon does not draw the full amount available under the third tranche. The fourth tranche is available for draw at Lexicon’s option, subject to Oxford’s consent, at any time prior to the expiration of the interest-only period.

Concurrent with the funding of the first tranche, Lexicon granted Oxford a warrant to purchase 420,673 shares of Lexicon’s common stock at an exercise price of $2.08 per share. Concurrent with the funding of the second tranche, Lexicon granted Oxford a warrant to purchase 224,128 shares of Lexicon’s common stock at an exercise price of $1.95 per share. The loan and security agreement provides that, upon funding of the third tranche, Lexicon will grant Oxford a warrant to purchase shares of its common stock having a value equal to 0.875% of such tranche, as determined by reference to a 10-day average closing price of the shares, and having an exercise price equal to such average closing price. All warrants are exercisable for five years from their respective grant dates and feature a net cashless exercise provision. The warrants that have been issued in connection with the funding of the first and second tranches are classified as equity instruments.

The Oxford Term Loans bear interest at a floating rate equal to the 30-day U.S. Dollar LIBOR plus 7.90%, but not less than 8.01%, subject to additional interest if an event of default occurs and is continuing. As of March 31, 2023, the interest rate was 12.57%. If an event of default occurs and is continuing, Oxford may declare all amounts outstanding under the loan and security agreement to be immediately due and payable. Lexicon may prepay the Oxford Term Loans in whole at its option at any time. Any prepayment of the Oxford Term Loans is subject to prepayment fees for up to three years after the funding of each tranche of the loans. A final payment exit fee equal to 6% of the amount funded under the Oxford Term Loans is due upon prepayment or maturity, which final payment will be adjusted to 7% of the amount funded upon extension of the interest-only payment period. The final payment exit fee of $1.5 million was recorded once for each tranche as a debt discount on the funding date.

As of March 31, 2023, the balance of the debt discount was $4.2 million which offsets long-term debt on the condensed consolidated balance sheet. During the three months ended March 31, 2023, the Company recognized interest expense of $1.8 million. As of March 31, 2023, the carrying value of the Oxford Term Loans was $48.8 million. The carrying value of the Oxford Term Loans approximates its fair value, as the loans bear interest at a rate that approximates prevailing market rates for instruments with similar characteristics. The fair value of the Oxford Term Loans is determined under Level 2 in the fair value hierarchy.

Lexicon’s obligations under the Oxford Term Loans are secured by a first lien security interest in all of the assets of the Company and its subsidiaries. The loan and security agreement contains certain customary representations and warranties, affirmative and negative covenants and events of default applicable to Lexicon and its subsidiaries. In addition to the financial covenants, additional covenants include those restricting dispositions, fundamental changes to its business, mergers or acquisitions, indebtedness, encumbrances, distributions, investments, transactions with affiliates and subordinated debt. The Company was in compliance with its debt covenants as of March 31, 2023.