FLXN / Horizon Funds - Horizon Flexible Income ETF - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-36287 FLEXION THERAPEUTICS, INC. (Exact name of registrant as specified

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

FLXN / Flexion Therapeutics Inc / Newtyn Management, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Flexion Therapeutics Inc (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 33938J106 (CUSIP Number) November 17, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

As filed with the Securities and Exchange Commission on November 19, 2021

As filed with the Securities and Exchange Commission on November 19, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 5) FLEXION THERAPEUTICS, INC. (Name of Subject C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 5) FLEXION THERAPEUTICS, INC. (Name of Subject Company) Flexion Therapeutics, Inc. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 33938J106

As filed with the Securities and Exchange Commission on November 19, 2021

As filed with the Securities and Exchange Commission on November 19, 2021 Registration No.

As filed with the Securities and Exchange Commission on November 19, 2021

As filed with the Securities and Exchange Commission on November 19, 2021 Registration No.

Amended and Restated Bylaws of Flexion Therapeutics, Inc.

Exhibit 3.2 BYLAWS OF FLEXION THERAPEUTICS, INC. ARTICLE I OFFICES AND AGENT Section 1. Registered Office and Registered Agent. The registered office of Flexion Therapeutics, Inc. (the ?Corporation?) in the State of Delaware shall be located at 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801. The name of the Corporation?s registered agent at such address shall

As filed with the Securities and Exchange Commission on November 19, 2021

As filed with the Securities and Exchange Commission on November 19, 2021 Registration No.

As filed with the Securities and Exchange Commission on November 19, 2021

As filed with the Securities and Exchange Commission on November 19, 2021 Registration No.

As filed with the Securities and Exchange Commission on November 19, 2021

As filed with the Securities and Exchange Commission on November 19, 2021 Registration No.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2021 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commi

As filed with the Securities and Exchange Commission on November 19, 2021

S-8 POS 1 tm2133207d1s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 19, 2021 Registration No. 333-193907 Registration No. 333-202957 Registration No. 333-210111 Registration No. 333-216615 Registration No. 333-221373 Registration No. 333-223532 Registration No. 333-229969 Registration No. 333-237132 Registration No. 333-254087 UNITED STATES SECURITIES AND EXCHAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) FLEXION THERAPEUTICS, INC. (Name of Subject Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) FLEXION THERAPEUTICS, INC. (Name of Subject Company (Issuer)) Oyster Acquisition Company Inc. (Offeror) a wholly owned subsidiary of PACIRA BIOSCIENCES, INC. (Parent of Offeror) (Names of Filing Person

Press Release issued by Pacira BioSciences, Inc. on November 19, 2021.

Exhibit (a)(5)(D) NEWS RELEASE FOR IMMEDIATE RELEASE Pacira BioSciences Completes Acquisition of Flexion Therapeutics and Strengthens Leadership Position in Non-Opioid Pain Management - Adds highly complementary ZILRETTA? to Pacira commercial offering - - Combined portfolio offers end-to-end non-opioid solutions along the pain pathway - TAMPA, FL and BURLINGTON, MA, November 19, 2021 ? Pacira BioSciences, Inc.

First Supplemental Indenture, dated as of November 19, 2021, by and between Flexion Therapeutics, Inc.

Exhibit 4.1 FLEXION THERAPEUTICS, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 19, 2021 3.375% Convertible Senior Notes due 2024 FIRST SUPPLEMENTAL INDENTURE, dated as of November 19, 2021 (this ?Supplemental Indenture?), between Flexion Therapeutics, Inc., a Delaware corporation (the ?Company?), as issuer, and Wells Fargo Bank, Nati

As filed with the Securities and Exchange Commission on November 19, 2021

As filed with the Securities and Exchange Commission on November 19, 2021 Registration No.

As filed with the Securities and Exchange Commission on November 19, 2021

As filed with the Securities and Exchange Commission on November 19, 2021 Registration No.

As filed with the Securities and Exchange Commission on November 19, 2021

S-8 POS 1 tm2133207d1s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 19, 2021 Registration No. 333-193907 Registration No. 333-202957 Registration No. 333-210111 Registration No. 333-216615 Registration No. 333-221373 Registration No. 333-223532 Registration No. 333-229969 Registration No. 333-237132 Registration No. 333-254087 UNITED STATES SECURITIES AND EXCHAN

Amended and Restated Certificate of Incorporation of Flexion Therapeutics, Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FLEXION THERAPEUTICS, INC. 1. Name. The name of the corporation is Flexion Therapeutics, Inc. (the ?Corporation?). 2. Registered Office. The registered office of the Corporation in the State of Delaware is located at 1209 Orange Street in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such add

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) FLEXION THERAPEUTICS, INC. (Name of Subject Company

SC TO-T/A 1 tm2129703d7sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) FLEXION THERAPEUTICS, INC. (Name of Subject Company (Issuer)) Oyster Acquisition Company Inc. (Offeror) a wholly owned subsidiary of PACIRA BIOSCIENCES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) FLEXION THERAPEUTICS, INC. (Name of Subject C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) FLEXION THERAPEUTICS, INC. (Name of Subject Company) Flexion Therapeutics, Inc. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 33938J106

Flexion Therapeutics, Inc. Employee FAQ, first used on November 17, 2021.

Exhibit (a)(16) Flexion Employee Questions and Answers1 Q1. What will happen to unused vacation time (personal and regular)? Will we get paid for all unused time? If we are retained, will we be able to rollover vacation days? A: Accrued, Unused Vacation Days If you are terminated at any time, you will be paid for your accrued, unused vacation days according to state laws. If you are retained by Pa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) FLEXION THERAPEUTICS, INC. (Name of Subject C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) FLEXION THERAPEUTICS, INC. (Name of Subject Company) Flexion Therapeutics, Inc. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 33938J106

Manufacturing and Supply Agreement, dated July 31, 2015, by and between Flexion and Patheon UK Limited.

Exhibit 10.2 MANUFACTURING AND SUPPLY AGREEMENT *** Certain Confidential Information Omitted - 1 - CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. MANUFACTURING AND SUPPLY AGREEMENT This MANUFACTURING AND SUPPL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) FLEXION THERAPEUTICS, INC. (Name of Subject C

SC 14D9/A 1 tm2132680d1sc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) FLEXION THERAPEUTICS, INC. (Name of Subject Company) Flexion Therapeutics, Inc. (Name of Person Filing Statement) Common Stock, $0.001 par value per s

Technical Transfer and Service Agreement, dated July 31, 2015, by and between Flexion and Patheon UK Limited.

Exhibit 10.3 TECHNICAL TRANSFER AND SERVICE AGREEMENT CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. TECHNICAL TRANSFER AND SERVICE AGREEMENT This TECHNICAL TRANSFER AND SERVICE AGREEMENT (this ?Agreement?), d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-36287 Flexi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) FLEXION THERAPEUTICS, INC. (Name of Subject Company

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) ? FLEXION THERAPEUTICS, INC. (Name of Subject Company (Issuer)) ? OYSTER ACQUISITION COMPANY INC. (Offeror) a wholly owned subsidiary of PACIRA BIOSCIENCES, INC. (Parent of Offeror) (Names of F

Flexion Therapeutics, Inc. Employee FAQ, first used on November 1, 2021.

Exhibit (a)(15) Flexion Employee Questions and Answers1 Benefits Q1. Will Flexion be offering job placement resources such as resume fine tuning or help with LinkedIn to employees who are displaced? A: As of now, Flexion will not be offering any formal job placement services to employees. We are considering offering some internal workshops and will communicate more on this in the future. CIC/Sever

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) FLEXION THERAPEUTICS, INC. (Name of Subject Company

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) ? FLEXION THERAPEUTICS, INC. (Name of Subject Company (Issuer)) ? OYSTER ACQUISITION COMPANY INC. (Offeror) a wholly owned subsidiary of PACIRA BIOSCIENCES, INC. (Parent of Offeror) (Names of F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) FLEXION THERAPEUTICS, INC. (Name of Subject C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) FLEXION THERAPEUTICS, INC. (Name of Subject Company) Flexion Therapeutics, Inc. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 33938J106

Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*

?? ?Exhibit (a)(1)(D)? Offer to Purchase for Cash All Outstanding Shares of Common Stock of Flexion Therapeutics, Inc.

Confidentiality Agreement, dated as of June 1, 2021, by and between Flexion Therapeutics, Inc. and Pacira BioSciences, Inc.

? Exhibit (e)(3)? CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (?Agreement?) is being entered into as of June 1, 2021, between Flexion Therapeutics, Inc.

Offer to Purchase dated October 22, 2021.*

TABLE OF CONTENTS? ?Exhibit (a)(1)(A)? Offer to Purchase for Cash All Outstanding Shares of Common Stock of Flexion Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 FLEXION THERAPEUTICS, INC. (Name of Subject Company) Flexion Th

TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Form of Letter of Transmittal (including Internal Revenue SeArvice Form W-9).*

?? ?Exhibit (a)(1)(B)? Letter of Transmittal to Tender Shares of Common Stock of Flexion Therapeutics, Inc.

Confidentiality Agreement, dated as of June 1, 2021, by and between Pacira BioSciences, Inc. and Flexion Therapeutics, Inc.*

Exhibit (d)(4) CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (?Agreement?) is being entered into as of June 1, 2021, between Flexion Therapeutics, Inc.

Exclusivity Agreement, dated as of September 25, 2021, by and between Pacira BioSciences, Inc. and Flexion Therapeutics, Inc.*

Exhibit (d)(5) EXCLUSIVITY AGREEMENT This Exclusivity Agreement (this ?Agreement?) is made as of September 25, 2021, between Pacira BioSciences, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 FLEXION THERAPEUTICS, INC. (Name of Subject Company (Issuer)) OYSTER

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ? FLEXION THERAPEUTICS, INC. (Name of Subject Company (Issuer)) ? OYSTER ACQUISITION COMPANY INC. (Offeror) a wholly owned subsidiary of PACIRA BIOSCIENCES, INC. (Parent of Offeror) (Names of Filing Persons) ? C

Exclusivity Agreement, dated as of September 25, 2021, by and between Flexion Therapeutics, Inc. and Pacira BioSciences, Inc.

? Exhibit (e)(4)? EXCLUSIVITY AGREEMENT This Exclusivity Agreement (this ?Agreement?) is made as of September 25, 2021, between Pacira BioSciences, Inc.

Form of Notice of Guaranteed Delivery.*

?? ?Exhibit (a)(1)(C)? Notice of Guaranteed Delivery for Offer to Purchase for Cash All Outstanding Shares of Common Stock of Flexion Therapeutics, Inc.

Summary Newspaper Advertisement, as published in

Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below).

Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.*

?? ?Exhibit (a)(1)(E)? Offer to Purchase for Cash All Outstanding Shares of Common Stock of Flexion Therapeutics, Inc.

Flexion Therapeutics, Inc. Letter to Partners and Distributors, first used on October 11, 2021 (incorporated by reference to Exhibit 99.3 to Flexion’s Schedule 14D9-C filed on October 12, 2021).

? Exhibit 99.3? Email to Investigators/Partners/Collaborators SUBJECT: Flexion Therapeutics to be Acquired by Pacira BioSciences Dear [Name]: Earlier this morning, we announced that we have entered into a definitive agreement to be acquired by Pacira BioSciences, Inc. (Nasdaq: PCRX). Within the next ten business days, Pacira will commence a tender offer to acquire all the outstanding shares of Fle

Agreement and Plan of Merger, dated as of October 11, 2021, among Flexion Therapeutics, Inc., Pacira BioSciences, Inc. and Oyster Acquisition Company Inc. (incorporated by reference to Exhibit 2.1 to Flexion’s Current Report on Form 8-K, filed on October 12, 2021).

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among: FLEXION THERAPEUTICS, INC., PACIRA BIOSCIENCES, INC., and OYSTER ACQUISITION COMPANY INC. Dated as of October 11, 2021 TABLE OF CONTENTS Page Article 1 DEFINITIONS 2 Section 1.1 Definitions 2 Article 2 THE OFFER 15 Section 2.1 The Offer 15 Section 2.2 Company Actions 18 Article 3 MERGER TRANSACTION 19 Section 3.1 Merger of Pu

Flexion Therapeutics, Inc. Letter to Employees, first used on October 11, 2021 (incorporated by reference to Exhibit 99.4 to Flexion’s Schedule 14D9-C filed on October 12, 2021).

? Exhibit 99.4? Letter from Michael D. Clayman, M.D., Chief Executive Officer of Flexion, to Employees, first used on October 11, 2021. Dear Colleagues, My sincere thanks to all of you who were able to join the call earlier today where we discussed our definitive merger agreement with Pacira BioSciences, Inc. (?Pacira?). As outlined in the press release we issued this morning, Pacira will acquire

Flexion Therapeutics, Inc. Letter to Prospective Hires, first used on October 12, 2021 (incorporated by reference to Exhibit 99.5 to Flexion’s Schedule 14D9-C filed on October 12, 2021).

EX-99.5 6 tm2129667d1ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 SUBJECT: Flexion Therapeutics to be Acquired by Pacira BioSciences Dear [Name]: Yesterday, we announced that we have entered into a definitive agreement to be acquired by Pacira BioSciences, Inc. (Nasdaq: PCRX). I wanted to reach out to you personally to share this news, and to let you know this means that we need to pause all recruitment a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2021 PACIRA BIOSCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2021 PACIRA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-35060 51-0619477 (State or other jurisdiction (Commission File Number) (I

Flexion Therapeutics, Inc. Employee FAQ, first used on October 11, 2021 (incorporated by reference to Exhibit 99.1 to Flexion’s Schedule 14D9-C filed on October 12, 2021).

? Exhibit 99.1? Flexion Employee Questions and Answers Q1. What does this announcement mean for Flexion Therapeutics? ? A: Flexion Therapeutics, Inc. (?Flexion?) and Pacira BioSciences, Inc. (?Pacira?) have entered into a definitive merger agreement pursuant to which Pacira has agreed to acquire Flexion. Under the terms of the merger agreement, Pacira will commence a tender offer to acquire all ou

Form of Tender and Support Agreement, dated as of October 11, 2021.

Exhibit 10.1 TENDER AND SUPPORT AGREEMENT This Tender and Support Agreement (this ?Agreement?) is entered into as of October 11, 2021, by and among Pacira BioSciences, Inc., a Delaware corporation (?Parent?), Oyster Acquisition Company Inc., a Delaware corporation and a wholly owned subsidiary of Parent (?Purchaser?), and [?] (?Stockholder?). Recitals A. Stockholder is a holder of record and the ?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Flexion Therapeutics, Inc. (Name of Subject Company) Flexion Th

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ? Flexion Therapeutics, Inc. (Name of Subject Company) ? Flexion Therapeutics, Inc. (Name of Person Filing Statement) ? Common Stock, $0.001 par value per share (Title of Class of Securities) ? 33938J106 (

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2021 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commis

Pacira BioSciences to Acquire Flexion Therapeutics Further Expanding Leadership Position in Non-Opioid Pain Management -- Adds highly complementary ZILRETTA® to Pacira commercial offering -- -- Combined portfolio offers end-to-end non-opioid solution

Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Pacira BioSciences to Acquire Flexion Therapeutics Further Expanding Leadership Position in Non-Opioid Pain Management - Adds highly complementary ZILRETTA? to Pacira commercial offering - - Combined portfolio offers end-to-end non-opioid solutions along the pain pathway - - Further enhances topline revenue growth; provides attractive potential syner

Flexion Therapeutics, Inc. FAQ, first used on October 11, 2021 (incorporated by reference to Exhibit 99.2 to Flexion’s Schedule 14D9-C filed on October 12, 2021).

? Exhibit 99.2? External/Investor Q&A Q1: What is the premium? ? A: The $8.50 per share acquisition price represents an approximately 47% premium to Flexion?s closing price on the last trading day before the signing of the merger agreement of $5.78. ? Q2: Can you provide any color on the timing of the merger agreement? Why now? ? After careful consideration, our Board unanimously concluded that a

Separation Agreement between Flexion and Scott Kelley, dated May 3, 2021.

Exhibit 10.1 May 3, 2021 Scott Kelley, M.D. [...***...] Re: Severance Agreement Dear Scott: This letter confirms the terms and provisions of a severance agreement (the ?Agreement?) between you and Flexion Therapeutics, Inc. (the ?Company?) related to your termination for ?Good Reason,? effectuated in accordance with the Letter Agreement between you and the Company dated ?as of January 1, 2018? (th

Supply Agreement, dated November 10, 2016, between Flexion and Evonik Corporation.

Exhibit 10.5 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUPPLY AGREEMENT This Supply Agreement (?Agreement?) is made effective as of the 1st day of July, 2016 (the ?Effective Date?) by and between Evonik C

Second Amendment to Amended and Restated Credit and Security Agreement date July 30, 2021.

Exhibit 10.4 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this ?Agreement?) is dated as of July 30 2021, by and among (a) SILICON VALLEY BANK, a California corporation (?SVB?), in its capacity as administrative agent and collateral agent (?Agent?), (b) SVB, as a Revolving Line Lender and as a 2021 Ter

Flexion Therapeutics Reports Second-Quarter 2021 Financial Results and Recent Business Highlights

Exhibit 99.1 Flexion Therapeutics Reports Second-Quarter 2021 Financial Results and Recent Business Highlights ? ZILRETTA? (triamcinolone acetonide extended-release injectable suspension) net sales were $28.2 million in Q2 2021, reflecting growth of 15% over the previous quarter ? Net loss in Q2 2021 decreased by $10.4 million (32%), as compared to Q2 2020, during the height of the COVID-19 impact

Amendment No. 1 to the July 1, 2016 Supply Agreement by and between Evonik Corporation and Flexion, effective as of June 30, 2021.

Exhibit 10.6 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AMENDMENT NO. 1 to the July 1, 2016 Supply Agreement THIS AMENDMENT (this ?Amendment No. 1?), effective as of June 30, 2021, to the July 1, 2016 Suppl

Offer Letter between Flexion and Frederick Driscoll dated May 12, 2021.

Exhibit 10.2 May 12, 2021 Frederick Driscoll [...***...] Dear Fred: We are pleased to offer you employment with Flexion Therapeutics, Inc. (the "Company"), initially as Advisor beginning May 17, 2021 (?Start Date?), then as Chief Financial Officer beginning June 1, 2021, reporting to Michael Clayman, Chief Executive Officer. Compensation: Your compensation package includes the following: ? Salary.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 04, 2021 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commiss

Offer Letter between Flexion and William Andrews dated May 1, 2021.

Exhibit 10.3 May 17, 2021 William T. Andrews, MD, FACP [...***...] Dear Will: We are pleased to offer you employment with Flexion Therapeutics, Inc. (the "Company"), as Chief Medical Officer beginning July 1, 2021 (?Start Date?) reporting to Michael Clayman, Chief Executive Officer. Compensation: Your compensation package includes the following: ? Salary. A base salary at the rate of $18,461.54 on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-36287 Flexion Th

ZILRETTA® net sales of $28.2 million in Q2 2021 In Q2 2,105 accounts purchased ZILRETTA Of the 2,105 accounts that purchased in Q2, 90% had purchased in a prior quarter Commercial Overview: Q2 Performance Metrics Flexion primarily sells ZILRETTA to s

EX-99.2 3 flxn-20210804ex992.htm EX-99.2 Q2 2021 Commercial Metrics Overview August 4, 2021 Exhibit 99.2 ZILRETTA® net sales of $28.2 million in Q2 2021 In Q2 2,105 accounts purchased ZILRETTA Of the 2,105 accounts that purchased in Q2, 90% had purchased in a prior quarter Commercial Overview: Q2 Performance Metrics Flexion primarily sells ZILRETTA to specialty distributors; Flexion recognizes ZIL

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 09, 2021 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commissio

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2021 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commissio

Flexion Therapeutics Reports First-Quarter 2021 Financial Results and Recent Business Updates

Exhibit 99.1 Flexion Therapeutics Reports First-Quarter 2021 Financial Results and Recent Business Updates ? Flexion reported ZILRETTA? (triamcinolone acetonide extended-release injectable suspension) net sales of $24.6 million ? David Arkowitz, CFO, stepping down effective May 31,2021, and will be succeeded by Fred Driscoll ? New data presented at ASGCT indicate the low dose of FX201 provided dur

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2021 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commission

ZILRETTA® net sales of $24.6 million in Q1 2021 In Q1 2,044 accounts purchased ZILRETTA Of the 2,044 accounts that purchased in Q1, 90% had purchased in a prior quarter Commercial Overview: Q1 Performance Metrics 2 Flexion primarily sells ZILRETTA to

Q1 2021 Commercial Metrics Overview May 12, 2021 Exhibit 99.2 ZILRETTA? net sales of $24.6 million in Q1 2021 In Q1 2,044 accounts purchased ZILRETTA Of the 2,044 accounts that purchased in Q1, 90% had purchased in a prior quarter Commercial Overview: Q1 Performance Metrics 2 Flexion primarily sells ZILRETTA to specialty distributors; Flexion recognizes ZILRETTA sales upon receipt of product by di

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

iXBRL+ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-36287 Fl

Background: Gene Therapy is Well-Suited to Treatment of OA Osteoarthritis (OA) is a disabling, degenerative disease characterized by progressive pathological joint tissue changes including cartilage loss, bony outgrowths, thickening of subchondral bo

Interim Data from the First-in-Human Phase 1 Trial of FX201, An Intra-Articular, Helper-Dependent Adenoviral Gene Therapy for Osteoarthritis ? Safety, Tolerability, Biodistribution, and Preliminary Evaluation of Clinical Activity in 5 Patients Scott Kelley1, Alan Kivitz2, Becca Senter1, David Golod1, Amy Cinar1, Emily Walsh Martin1, Won Hong1 1Flexion Therapeutics, Inc, Burlington, MA.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2021 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Flexion Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33938J106 (CUSIP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Flexion Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33938J106 (CUSIP Number) April 30, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

Definitive Proxy Statement of Flexion Therapeutics, Inc. on Schedule 14A (incorporated by reference to Flexion’s Form DEF 14A (File No. 001-36287), filed on April 29, 2021).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

Commercial Metrics Overview 2 Preliminary ZILRETTA® net sales of $24.6 million in Q1 2021 4,417 accounts had purchased ZILRETTA as of March 31, 2021; up from 4,248 as of December 31, 2020 3,470 accounts had re-ordered ZILRETTA (79% of accounts that h

Q1 2021 Commercial Metrics April 13, 2021 Exhibit 99.2 Commercial Metrics Overview 2 Preliminary ZILRETTA? net sales of $24.6 million in Q1 2021 4,417 accounts had purchased ZILRETTA as of March 31, 2021; up from 4,248 as of December 31, 2020 3,470 accounts had re-ordered ZILRETTA (79% of accounts that had purchased), as of March 31, 2021; up from 3,321 accounts that had re-ordered ZILRETTA (78% o

Flexion Therapeutics Announces Preliminary First-Quarter 2021 Revenue and Provides Financial Guidance for 2021

Exhibit 99.1 Flexion Therapeutics Announces Preliminary First-Quarter 2021 Revenue and Provides Financial Guidance for 2021 ? First-quarter ZILRETTA? net sales estimated to be approximately $24.6 million ? 2021 full-year ZILRETTA net sales anticipated to be in the range of $120 million to $130 million and total operating expenses expected between $195 million to $205 million ? Company to hold conf

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2021 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commissi

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2021 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commissio

Flexion Therapeutics Reports Fourth-Quarter and Full-Year 2020 Financial Results

Exhibit 99.1 Flexion Therapeutics Reports Fourth-Quarter and Full-Year 2020 Financial Results • Company reported ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) net sales of $85.6 million for full-year 2020 representing 17% growth over 2019 • First patient treated in high dose cohort of Phase 1 clinical trial evaluating the safety and tolerability of FX201 in patients wi

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36287 Flexion Therape

- S-8

As filed with the Securities and Exchange Commission on March 10, 2021 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2021 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commissi

Subsidiaries of Flexion Therapeutics, Inc.

Exhibit 21.1 Subsidiaries of Flexion Therapeutics, Inc. NAME: JURISDICTION OF INCORPORATION: Flexion Therapeutics Securities Corporation Massachusetts

Offer Letter between Flexion and Adam Muzikant dated January 1, 2021

Exhibit 10.17 Flexion Therapeutics 10 Mall Road, Suite 301, Burlington MA 01803 www.flexiontherapeutics.com [email protected] 781.305.7777 As of January 1, 2020 Adam Muzikant [] [] Dear Adam: We are pleased to offer you continued employment with Flexion Therapeutics, Inc. (the "Company"), as Chief Business Officer, reporting to Michael Clayman. This letter agreement (the ?Agreement?) re

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Flexion Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33938J106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Flexion Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33938J106 (CUSIP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Flexion Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33938J106 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* FLE

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* FLEXION THERAPEUTICS, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 33938J106 (CUSIP Number) Ver

Flexion Therapeutics Announces Preliminary, Unaudited Fourth-Quarter and Full-Year 2020 Results

Exhibit 99.1 Flexion Therapeutics Announces Preliminary, Unaudited Fourth-Quarter and Full-Year 2020 Results • Fourth-quarter 2020 ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) net sales estimated to be approximately $26.3 million • Full-year 2020 net sales estimated to be approximately $85.5 million • Company names Adam Muzikant, Ph.D., Chief Business Officer BURLINGT

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2021 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commis

Overview 2 Preliminary ZILRETTA® net sales of ~$26.3 million in Q4 2020 Net sales for full-year 2020 estimated to be ~$85.5 million 4,248 accounts had purchased ZILRETTA as of December 31, 2020; up from 4,072 as of September 30, 2020 3,321 accounts h

Q4 2020 Commercial Metrics January 13, 2021 Exhibit 99.2 Overview 2 Preliminary ZILRETTA® net sales of ~$26.3 million in Q4 2020 Net sales for full-year 2020 estimated to be ~$85.5 million 4,248 accounts had purchased ZILRETTA as of December 31, 2020; up from 4,072 as of September 30, 2020 3,321 accounts had re-ordered ZILRETTA (78% of accounts that had purchased), as of December 31, 2020; up from

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2020 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commi

Flexion Therapeutics, Inc. Up to $100,000,000 Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-248749 Prospectus Supplement (To prospectus dated September 18, 2020) Flexion Therapeutics, Inc. Up to $100,000,000 Common Stock We have entered into an equity distribution agreement with Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC, as our sales agents, relating to shares of our common stock offered by this

Flexion Therapeutics Reports Third-Quarter 2020 Financial Results and Recent Business Highlights

Exhibit 99.1 Flexion Therapeutics Reports Third-Quarter 2020 Financial Results and Recent Business Highlights • Company reported ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) net sales of $23.7 million in third quarter 2020 BURLINGTON, Mass., November 4, 2020 – Flexion Therapeutics, Inc. (Nasdaq:FLXN) today reported financial results and recent business highlights for

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2020 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commis

Quarterly Report - 10-Q

iXBRL+ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-3628

Equity Distribution Agreement dated November 4, 2020, by and among Flexion Therapeutics, Inc., Goldman Sachs & Co. LLC, and Credit Suisse Securities (USA) LLC

Exhibit 1.1 FLEXION THERAPEUTICS, INC. Common Stock ($0.001 par value) Having an Aggregate Offering Price of up to $100,000,000 Equity Distribution Agreement November 4, 2020 Goldman, Sachs & Co. LLC 200 West Street New York, New York 10282 Credit Suisse Securities (USA) LLC Eleven Madison Avenue, New York, NY 10010-3629 Ladies and Gentlemen: Flexion Therapeutics, Inc., a Delaware corporation (the

Commercial Metrics Overview Preliminary ZILRETTA® net sales of ~$23.6 million in Q3 2020 4,072 accounts (of 5,400 targets) had purchased ZILRETTA, as of September 30, 2020; up from 3,858, as of June 30, 2020 3,153 accounts had re-ordered ZILRETTA (77

Commercial Metrics Overview October 13, 2020 Exhibit 99.2 Commercial Metrics Overview Preliminary ZILRETTA® net sales of ~$23.6 million in Q3 2020 4,072 accounts (of 5,400 targets) had purchased ZILRETTA, as of September 30, 2020; up from 3,858, as of June 30, 2020 3,153 accounts had re-ordered ZILRETTA (77% of accounts that had purchased), as of September 30, 2020; up from 2,983 accounts that had

Flexion Therapeutics Announces Preliminary Third-Quarter 2020 ZILRETTA® Net Sales of Approximately $23.6 Million Company to hold conference call today at 8:30 a.m. ET

Exhibit 99.1 Flexion Therapeutics Announces Preliminary Third-Quarter 2020 ZILRETTA® Net Sales of Approximately $23.6 Million Company to hold conference call today at 8:30 a.m. ET BURLINGTON, Mass., October 13, 2020 – Flexion Therapeutics, Inc. (Nasdaq:FLXN) today announced preliminary ZILRETTA (triamcinolone acetonide extended-release injectable suspension) net sales of $23.6 million for the quar

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2020 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commis

-

Flexion Therapeutics, Inc. 10 Mall Road, Suite 301 Burlington, MA 01803 September 16, 2020 Via EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Courtney Lindsay RE: Flexion Therapeutics, Inc. Registration Statement on Form S-3 File No. 333-248749 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933,

Form of Common Stock Warrant Agreement and Warrant Certificate

Exhibit 4.2 Flexion Therapeutics, Inc. and , As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of EXHIBIT 4.2 Flexion Therapeutics, Inc. Form of Common Stock Warrant Agreement This Common Stock Warrant Agreement (this “Agreement”), dated as of [ ], between Flexion Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ], a [corporation] [national banking association] orga

- S-3

As filed with the Securities and Exchange Commission on September 11, 2020 Registration No.

Form of Preferred Stock Warrant Agreement and Warrant Certificate

Exhibit 4.3 Flexion Therapeutics, Inc. and , As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of EXHIBIT 4.3 Flexion Therapeutics, Inc. Form of Preferred Stock Warrant Agreement This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [ ], between Flexion Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ], a [corporation] [national banking associat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2020 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commiss

Flexion Therapeutics Reports Second-Quarter 2020 Financial Results and Recent Business Highlights

Exhibit 99.1 Flexion Therapeutics Reports Second-Quarter 2020 Financial Results and Recent Business Highlights • Company reported ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) net sales of $15.5 million in second quarter 2020 • Flexion resumed enrollment in Phase 1 dose-escalation trial for FX201; FX301 on track to enter clinic in 2021 BURLINGTON, Mass., August 5, 2020

Quarterly Report - 10-Q

iXBRL+ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-36287 Fle

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2020 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commissi

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2020 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commissio

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2020 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commissio

Commercial Metrics Overview ZILRETTA® net sales of ~$15.4 million in Q2 2020 3,858 accounts (of 5,000 targets) have purchased ZILRETTA, as of June 30, 2020; up from 3,672, as of March 31, 2020 2,983 accounts have re-ordered ZILRETTA (77% of accounts

Commercial Metrics Overview July 14,2020 Exhibit 99.2 Commercial Metrics Overview ZILRETTA® net sales of ~$15.4 million in Q2 2020 3,858 accounts (of 5,000 targets) have purchased ZILRETTA, as of June 30, 2020; up from 3,672, as of March 31, 2020 2,983 accounts have re-ordered ZILRETTA (77% of accounts that had purchased), as of June 30, 2020; up from 2,832 accounts that had re-ordered ZILRETTA (7

Flexion Therapeutics Announces Preliminary Second-Quarter 2020 ZILRETTA® Net Sales

Exhibit 99.1 Flexion Therapeutics Announces Preliminary Second-Quarter 2020 ZILRETTA® Net Sales • Company reported ZILRETTA (triamcinolone acetonide extended-release injectable suspension) preliminary net sales of $15.4 million in the second quarter • Demand for ZILRETTA from healthcare providers increased month-over-month throughout the second quarter with total demand in line with the first quar

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2020 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commissio

9,230,770 Shares Flexion Therapeutics, Inc. Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-219099 Prospectus Supplement (To prospectus dated July 13, 2017) 9,230,770 Shares Flexion Therapeutics, Inc. Common Stock We are offering 9,230,770 shares of our common stock. Our common stock is listed on the Nasdaq Global Market under the symbol “FLXN”. On May 20, 2020, the last reported sale price of our common stock

Flexion Therapeutics Announces Proposed Public Offering of Common Stock

EX-99.1 Exhibit 99.1 Flexion Therapeutics Announces Proposed Public Offering of Common Stock BURLINGTON, Mass., May 20, 2020 – Flexion Therapeutics, Inc. (Nasdaq:FLXN) today announced that it has commenced an underwritten public offering of $75,000,000 of shares of its common stock. Flexion also expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2020 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commission

Flexion Therapeutics Announces Pricing of Public Offering of Common Stock

EX-99.2 Exhibit 99.2 Flexion Therapeutics Announces Pricing of Public Offering of Common Stock BURLINGTON, Mass., May 21, 2020 – Flexion Therapeutics, Inc. (Nasdaq:FLXN) today announced the pricing of an underwritten public offering of 9,230,770 shares of its common stock at a price to the public of $9.75 per share. The gross proceeds from this offering are expected to be approximately $90.0 milli

Underwriting Agreement, dated May 20, 2020.

EX-1.1 Exhibit 1.1 Flexion Therapeutics, Inc. 9,230,770 Shares of Common Stock Underwriting Agreement May 20, 2020 Goldman Sachs & Co. LLC, Credit Suisse Securities (USA) LLC, As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198 c/o Credit Suisse Securities (USA) LLC Eleven Mad

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2020 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commission

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets 4 Consolidated Statements of Operations and Comprehensive Loss 5 Consolidated Statements of Changes in Stockholders’ (Deficit) Equity 6 Consolidated Statements of Cash Flows 7 Notes to Consolidated Fin

Subject to Completion, dated May 20, 2020

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-219099 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or other jurisdiction where the offe

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY

EXHIBIT 99.1 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”) is dated as of May 18, 2020, by and among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SVB, as a Revolving Line Lender and as a Term Loan

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2020 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commission

Flexion Therapeutics Reports First-Quarter 2020 Financial Results and Recent Business Highlights

Exhibit 99.1 Flexion Therapeutics Reports First-Quarter 2020 Financial Results and Recent Business Highlights • Company reported ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) net sales of $20.1 million in first quarter 2020 • Flexion implementing broad cost savings initiatives; guiding to total operating expenses in the range of $167 million to $177 million for 2020 •

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2020 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commission

Side Letter to the Patheon Manufacturing and Supply Agreement dated as of April 8, 2020

Exhibit 10.2 CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. April 8, 2020 VIA ELECTRONIC MAIL Patheon UK Ltd Executive Director & General Manager Kingfisher

Offer Letter between Flexion and Melissa Layman

Flexion Therapeutics 10 Mall Road, Suite 301, Burlington MA 01803 www.flexiontherapeutics.com [email protected] 781.305.7777 Exhibit 10.1 January 16, 2020 Melissa Layman [Address] Dear Melissa: We are pleased to offer you employment with Flexion Therapeutics, Inc. (the "Company") as Chief Commercial Officer reporting to Michael Clayman, Chief Executive Officer. Your start date is antici

Commercial Metrics Overview ZILRETTA® net sales of $20.1 million in the first quarter of 2020 Significant COVID-19 related impacts on sales began in mid-March 2020 We have called on almost all of our 5,000 target accounts 3,672 accounts have purchase

Commercial Metrics Overview May 7, 2020 Exhibit 99.2 Commercial Metrics Overview ZILRETTA® net sales of $20.1 million in the first quarter of 2020 Significant COVID-19 related impacts on sales began in mid-March 2020 We have called on almost all of our 5,000 target accounts 3,672 accounts have purchased ZILRETTA, as of March 31, 2020; up from 3,488, as of December 31, 2019 2,832 accounts have re-o

Quarterly Report - 10-Q

iXBRL+ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-36287 Fl

definitive proxy statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

Flexion Therapeutics Announces ZILRETTA® License Agreement and Provides Business Update Amid Coronavirus Pandemic

EXHIBIT 99.1 Flexion Therapeutics Announces ZILRETTA® License Agreement and Provides Business Update Amid Coronavirus Pandemic • Company signs exclusive license agreement with Hong Kong Tainuo Pharma Ltd. (HK Tainuo) and Jiangsu Tainuo Pharmaceutical Co. Ltd. (Jiangsu Tainuo) for the development and commercialization of ZILRETTA® in Greater China • License agreement provides Flexion with $10 milli

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2020 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commissio

Separation and Consulting Agreement between Flexion and Neil Bodick, dated December 9, 2019

Exhibit 10.15 December 9, 2019 Neil Bodick, M.D., Ph.D. [Address] Re:Separation Agreement Dear Neil: This letter sets forth the substance of the separation agreement (the “Agreement”) that Flexion Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition. Please note that, in order to be eligible for the severance pay and benefits provided below, you must (i) remai

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2020 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commissi

FLXN / Flexion Therapeutics, Inc. S-8 - - S-8

As filed with the Securities and Exchange Commission on March 12, 2020 Registration No.

Flexion Therapeutics, Inc. Non-Employee Director Compensation Policy, as revised

Exhibit 10.6 FLEXION THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY AS REVISED DECEMBER 11, 2019 Each member of the Board of Directors (the “Board”) who is not also serving as an employee of Flexion Therapeutics, Inc. (“Flexion Therapeutics”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Com

Description of Common Stock

Exhibit 4.5 DESCRIPTION OF COMMON STOCK General The following description summarizes the terms of our common stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this “Description of Common Stock,” you should refer to our amended and restated certificate of incorporation and amended and res

Commercial Metrics Overview ZILRETTA® net sales of $23.7 million in the fourth quarter of 2019 We have called on almost all of our 4,972 target accounts 3,488 accounts have purchased ZILRETTA, as of December 31, 2019; up from 3,130, as of September 3

Commercial Metrics Overview March 12, 2020 Exhibit 99.2 Commercial Metrics Overview ZILRETTA® net sales of $23.7 million in the fourth quarter of 2019 We have called on almost all of our 4,972 target accounts 3,488 accounts have purchased ZILRETTA, as of December 31, 2019; up from 3,130, as of September 30, 2019 2,642 accounts have re-ordered ZILRETTA (76% of accounts that had purchased), as of De

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36287 Flexion Therape

Flexion Therapeutics Reports Fourth-Quarter and Full-Year 2019 Financial Results

Exhibit 99.1 Flexion Therapeutics Reports Fourth-Quarter and Full-Year 2019 Financial Results • Company reported ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) net sales of $73.0 million for full-year 2019, representing more than 220% growth over 2018 • Analysis of Phase 3b trial investigating ZILRETTA in patients with knee OA and synovitis indicates treatment resulted

Subsidiaries of Flexion Therapeutics, Inc.

Exhibit 21.1 Subsidiaries of Flexion Therapeutics, Inc. NAME: JURISDICTION OF INCORPORATION: Flexion Therapeutics Securities Corporation Massachusetts

FLXN / Flexion Therapeutics, Inc. / GILDER GAGNON HOWE & CO LLC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 8)* Flexion Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 33938J106 (CUSIP Number) December 31, 2019 (Date of Event

FLXN / Flexion Therapeutics, Inc. / LMM LLC - MILLER VALUE PARTNERS, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Flexion Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33938J106 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2020 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commiss

Flexion Therapeutics Announces Preliminary, Unaudited Fourth-Quarter and Full-Year 2019 Revenue and Initial Revenue Guidance for 2020

EXHIBIT 99.1 Flexion Therapeutics Announces Preliminary, Unaudited Fourth-Quarter and Full-Year 2019 Revenue and Initial Revenue Guidance for 2020 • Fourth-quarter 2019 revenue estimated to be approximately $23.7 million • Full-year 2019 revenue estimated to be approximately $73 million, representing year-over-year growth of more than 220% • Flexion provides 2020 product revenue guidance of $120 m

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2019 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commi

Flexion Therapeutics Announces FDA Approval of sNDA to Revise ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) Product Label Conference call scheduled for Friday, December 27, 2019 at 8:00 a.m. ET

EX-99.1 Exhibit 99.1 Flexion Therapeutics Announces FDA Approval of sNDA to Revise ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) Product Label Conference call scheduled for Friday, December 27, 2019 at 8:00 a.m. ET BURLINGTON, Mass., December 26, 2019 – Flexion Therapeutics, Inc. (Nasdaq:FLXN) today announced that the U.S. Food and Drug Administration (FDA) has approve

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2019 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commis

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2019 Flexion Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36287 26-1388364 (State or Other Jurisdiction of Incorporation) (Commis

Commercial Metrics Overview ZILRETTA® net sales of $21.8 million in the third quarter of 2019 We have called on almost all of our 4,600 target accounts 3,130 accounts have purchased ZILRETTA, as of September 30, 2019; up from 2,733, as of June 30, 20

Commercial Metrics Overview November 7, 2019 Exhibit 99.2 Commercial Metrics Overview ZILRETTA® net sales of $21.8 million in the third quarter of 2019 We have called on almost all of our 4,600 target accounts 3,130 accounts have purchased ZILRETTA, as of September 30, 2019; up from 2,733, as of June 30, 2019 2,344 accounts have re-ordered ZILRETTA (75% of accounts that had purchased), as of Septe

Flexion Therapeutics Reports Third-Quarter 2019 Financial Results and Recent Business Highlights

Exhibit 99.1 Flexion Therapeutics Reports Third-Quarter 2019 Financial Results and Recent Business Highlights • Company reported ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) net sales of $21.8 million in Q3 representing 29% growth over Q2 • Full-year 2019 ZILRETTA net sales guidance range tightened to $70 million to $75 million • Flexion initiated Phase 2 trial invest

Quarterly Report - 10-Q

iXBRL+ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-3628

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2019 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commissi

Flexion Therapeutics Reports Second-Quarter 2019 Financial Results and Recent Business Highlights

EXHIBIT 99.1 Flexion Therapeutics Reports Second-Quarter 2019 Financial Results and Recent Business Highlights • Company reported ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) net sales of $17.0 million in Q2 representing 60% growth over Q1 • Completed debt financing, which replaces previous term loan and provides up to $60 million in non-dilutive capital • Results fro

AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

HTML Exhibit 99.3 AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of August 2, 2019 (the “Closing Date”) by and among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SVB, as a Revolving Line Lender and as a Term Loan Lender,

Commercial Metrics Overview ZILRETTA® net sales of $17.0 million in the second quarter of 2019 We have called on almost all of our 4,400 target accounts 2,733 accounts have purchased ZILRETTA, as of June 30, 2019; up from 2,247, as of March 31, 2019

Commercial Metrics Overview August 6, 2019 Exhibit 99.2 Commercial Metrics Overview ZILRETTA® net sales of $17.0 million in the second quarter of 2019 We have called on almost all of our 4,400 target accounts 2,733 accounts have purchased ZILRETTA, as of June 30, 2019; up from 2,247, as of March 31, 2019 2,004 accounts have re-ordered ZILRETTA (73% of accounts that had purchased), as of June 30, 2

Second Amendment to the Manufacturing and Supply Agreement, dated June 21, 2019, between Flexion and Patheon UK Limited (Exhibit 10.3, Quarterly Report on Form 10-Q filed on August 6, 2019)

Exhibit 10.3 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. AMENDMENT AGREEMENT Second Amendment to the Manufacturing and Supply Agreement This Amendment Agreement (this “Amendment Agreement”) is between Flexion Therapeutics, Inc., having its princ

Amended and Restated Credit and Security Agreement, dated August 2, 2019, by and among Flexion, Silicon Valley Bank as agent, MidCap Financial Trust, Flexpoint MCLS Holdings, LLC and the other lenders from time to time party thereto (Exhibit 99.3, Current Report on Form 8-K filed on August 6, 2019)

HTML Exhibit 10.5 AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of August 2, 2019 (the “Closing Date”) by and among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SVB, as a Revolving Line Lender and as a Term Loan Lender,

First Amendment to the Manufacturing and Supply Agreement, dated May 12, 2019, between Flexion and Patheon UK Limited (Exhibit 10.2, Quarterly Report on Form 10-Q filed on August 6, 2019)

Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. AMENDMENT AGREEMENT First Amendment to the Manufacturing and Supply Agreement This Amendment Agreement (this “Amendment Agreement”) is between Flexion Therapeutics, Inc., having its princi

First Amendment to the Technical Transfer and Service Agreement, dated May 12, 2019, between Flexion and Patheon UK Limited (Exhibit 10.1, Quarterly Report on Form 10-Q filed on August 6, 2019)

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. AMENDMENT AGREEMENT First Amendment to the Technical Transfer and Service Agreement This Amendment Agreement (this “Amendment Agreement”) is between Flexion Therapeutics, Inc., having its

Quarterly Report - 10-Q

iXBRL+ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-36287 Fle

Eighth Amendment of Lease, dated June 21, 2019, between Flexion and CIP II/RJK 10-20 BMR Owner LLC (Exhibit 10.4, Quarterly Report on Form 10Q filed on August 6, 2019)

Exhibit 10.4 EIGHTH AMENDMENT TO LEASE THIS EIGHTH AMENDMENT TO LEASE (this “Eighth Amendment”), dated as of June 21, 2019 (the “Effective Date”), is made and entered into by and between CIP II/RJK 10-20 BMR OWNER LLC, a Delaware limited liability company (successor landlord pursuant to an Assignment and Assumption Agreement dated as of December 20, 2013) (“Landlord”), and FLEXION THERAPEUTICS, IN

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2019 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commissio

FLXN / Flexion Therapeutics, Inc. / WELLS FARGO & COMPANY/MN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) FLEXION THERAPEUTICS INC (Name of Issuer) Common (Title of Class of Securities) 33938J106 (CUSIP Number) April 30, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Flexion Therapeutics Reports First-Quarter 2019 Financial Results and Recent Business Highlights

EXHIBIT 99.1 Flexion Therapeutics Reports First-Quarter 2019 Financial Results and Recent Business Highlights • Company reported ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) net sales of $10.6 million in first quarter 2019 • Preliminary ZILRETTA net sales for April 2019 were approximately $5.1 million • Flexion reaffirms full-year 2019 revenue guidance of $65-$80 mill

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2019 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commission

Commercial Metrics Overview ZILRETTA® net sales of $10.6 million in the first quarter of 2019 Preliminary ZILRETTA net sales of $5.1 million in April 2019 We have called on almost all of our 4,100 target accounts 2,247 accounts have purchased ZILRETT

Commercial Metrics Overview May 8, 2019 Exhibit 99.2 Commercial Metrics Overview ZILRETTA® net sales of $10.6 million in the first quarter of 2019 Preliminary ZILRETTA net sales of $5.1 million in April 2019 We have called on almost all of our 4,100 target accounts 2,247 accounts have purchased ZILRETTA, as of March 31, 2019; up from 1,837, as of December 31, 2018 1,601 accounts have re-ordered ZI

Quarterly Report - 10-Q

+ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-36287 Flexion

FLXN / Flexion Therapeutics, Inc. DEFA14A DEFA14A 2019-04-26 ADD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

FLXN / Flexion Therapeutics, Inc. DEF 14A DEF 14A - 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

FLXN / Flexion Therapeutics, Inc. / LMM LLC - MILLER VALUE PARTNERS, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Flexion Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33938J106 (CUSIP Number) March 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

FLXN / Flexion Therapeutics, Inc. S-8

As filed with the Securities and Exchange Commission on February 28, 2019 Registration No.

Flexion Therapeutics Reports Fourth-Quarter and Full-Year 2018 Financial Results

EXHIBIT 99.1 Flexion Therapeutics Reports Fourth-Quarter and Full-Year 2018 Financial Results • Company reported net ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) sales of $22.5 million for full-year 2018 • Since launch, 90% of target accounts have purchased or received samples of ZILRETTA and 69% of ordering accounts have placed reorders • Company received Day 74 lett

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2019 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commi

Amended and Restated Offer Letter between Flexion and Christina Willwerth (Exhibit 10.15, Annual Report on Form 10-K filed on February 28, 2019)

Exhibit 10.15 Flexion Therapeutics 10 Mall Road, Suite 301, Burlington MA 01803 www.flexiontherapeutics.com [email protected] 781.305.7777 As of January 10, 2019 Christina Willwerth [Address] Dear Christina: We are pleased to offer you continued employment with Flexion Therapeutics, Inc. (the "Company"), as Chief Strategy Officer, reporting to Michael Clayman. This letter agreement (the

Subsidiaries of Flexion Therapeutics, Inc.

Exhibit 21.1 Subsidiaries of Flexion Therapeutics, Inc. NAME: JURISDICTION OF INCORPORATION: Flexion Therapeutics Securities Corporation Massachusetts

FLXN / Flexion Therapeutics, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36287 Flexion Therape

FLXN / Flexion Therapeutics, Inc. / GILDER GAGNON HOWE & CO LLC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 7)* Flexion Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 33938J106 (CUSIP Number) December 31, 2018 (Date of Event

FLXN / Flexion Therapeutics, Inc. / LMM LLC - MILLER VALUE PARTNERS, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Flexion Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33938J106 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

FLXN / Flexion Therapeutics, Inc. / GILDER GAGNON HOWE & CO LLC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 6)* Flexion Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 33938J106 (CUSIP Number) December 31, 2018 (Date of Event

FLXN / Flexion Therapeutics, Inc. / WELLS FARGO & COMPANY/MN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) FLEXION THERAPEUTICS INC (Name of Issuer) Common (Title of Class of Securities) 33938J106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2019 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commiss

JANUARY 04, 2019 / 1:30PM GMT, Q4 2018 Flexion Therapeutics Inc Corporate Sales Call

Exhibit 99.1 JANUARY 04, 2019 / 1:30PM GMT, Q4 2018 Flexion Therapeutics Inc Corporate Sales Call CORPORATE PARTICIPANTS Dan Deardorf Flexion Therapeutics, Inc. - SVP of Commercial David A. Arkowitz Flexion Therapeutics, Inc. - CFO Michael D. Clayman Flexion Therapeutics, Inc. - Co-Founder, President, CEO & Director Scott Young Flexion Therapeutics, Inc. - VP of Corporate Communications & IR CONFE

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2019 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commiss

Flexion Therapeutics Announces Preliminary, Unaudited Fourth-Quarter and Full-Year 2018 Revenue and Initial Revenue Guidance for 2019

EXHIBIT 99.1 Flexion Therapeutics Announces Preliminary, Unaudited Fourth-Quarter and Full-Year 2018 Revenue and Initial Revenue Guidance for 2019 • Fourth-quarter 2018 revenue estimated to be approximately $9.5 million, an increase of 36% over the previous quarter • Full-year 2018 revenue estimated to be approximately $22.5 million • Flexion providing initial 2019 product revenue guidance of $65

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2018 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commis

Flexion Therapeutics Reports Third-Quarter 2018 Financial Results and Recent Business Highlights

EXHIBIT 99.1 Flexion Therapeutics Reports Third-Quarter 2018 Financial Results and Recent Business Highlights • Company reported net ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) sales of $7.0 million in Q3 representing 84% growth over Q2 • Strong progress in Commercial activities: 79% of target accounts have purchased, or received samples of, ZILRETTA and 64% of order

FLXN / Flexion Therapeutics, Inc. 10-Q (Quarterly Report)

+ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-36287 Fle

Flexion Therapeutics Reports Second-Quarter 2018 Financial Results and Recent Business Highlights

EXHIBIT 99.1 Flexion Therapeutics Reports Second-Quarter 2018 Financial Results and Recent Business Highlights • Company reported net ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) sales of $3.8 million in Q2 representing 73% growth over Q1 • Strong progress on the ZILRETTA commercial launch: 60% of target accounts have either purchased, or received samples of, ZILRETTA

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2018 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commissi

FLXN / Flexion Therapeutics, Inc. 10-Q (Quarterly Report)

+ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-36287 Flexion

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2018 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commissio

Flexion Therapeutics Reports First-Quarter 2018 Financial Results and Recent Business Highlights

EXHIBIT 99.1 Flexion Therapeutics Reports First-Quarter 2018 Financial Results and Recent Business Highlights • Company booked net ZILRETTA® sales of $2.2 million in Q1 • Positive developments in Medicare reimbursement with CMS issuing Q code for ZILRETTA (effective 7/1/18) and recommending dedicated J code (effective 1/1/19) • Pivotal Phase 3 trial results published in the Journal of Bone and Joi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2018 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commission

FLXN / Flexion Therapeutics, Inc. 10-Q (Quarterly Report)

+ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-36287 Flexion

Offer Letter between Flexion and David Arkowitz (Exhibit 10.1, Quarterly Report on Form 10-Q filed on May 8, 2018)

Exhibit 10.1 Flexion Therapeutics 10 Mall Road, Suite 301, Burlington MA 01803 www.flexiontherapeutics.com [email protected] 781.305.7777 April 4, 2018 David Arkowitz Dear David: We are pleased to offer you employment with Flexion Therapeutics, Inc. (the "Company") as Chief Financial Officer, reporting to Michael Clayman, Chief Executive Officer. Your start date is anticipated to be May

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2018 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commission

Flexion Therapeutics Names David Arkowitz as Chief Financial Officer

EXHIBIT 99.1 Flexion Therapeutics Names David Arkowitz as Chief Financial Officer BURLINGTON, Mass., May 7, 2018 - Flexion Therapeutics, Inc. (Nasdaq:FLXN) today announced that David Arkowitz has been named Chief Financial Officer (CFO). Mr. Arkowitz brings more than 25 years of finance and operations leadership experience in the life sciences and biotechnology industries. “I am delighted to have

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2018 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commission

Flexion Therapeutics Announces ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) Recommended for Unique J Code by CMS

EXHIBIT 99.1 Flexion Therapeutics Announces ZILRETTA® (triamcinolone acetonide extended-release injectable suspension) Recommended for Unique J Code by CMS BURLINGTON, Mass., May 4, 2018 – Flexion Therapeutics, Inc. (Nasdaq:FLXN) today announced the Centers for Medicare and Medicaid Services (CMS) has included ZILRETTA (triamcinolone acetonide extended-release injectable suspension) on its list of

FLXN / Flexion Therapeutics, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

FLXN / Flexion Therapeutics, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2018 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commissio

FLXN / Flexion Therapeutics, Inc. S-8

S-8 As filed with the Securities and Exchange Commission on March 8, 2018 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2018 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Commissio

Flexion Therapeutics Reports Fourth Quarter and Full Year 2017 Financial Results

Exhibit 99.1 Flexion Therapeutics Reports Fourth Quarter and Full Year 2017 Financial Results • Early launch activities for ZILRETTA® progressing well (strong clinical interest from prescribers; broad coverage from payers; encouraging feedback from patients) • Company booked net ZILRETTA sales of approximately $355K in Q4 • Encouraging initial results from repeat administration trial of ZILRETTA r

Flexion Therapeutics, Inc. Non-Employee Director Compensation Policy, as revised

EX-10.6 2 flxn-ex106506.htm EX-10.6 Exhibit 10.6 FLEXION THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY AS REVISED January 1, 2018 Each member of the Board of Directors (the “Board”) who is not also serving as an employee of Flexion Therapeutics, Inc. (“Flexion Therapeutics”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described

FLXN / Flexion Therapeutics, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36287 Flexion Therape

Amended and Restated Offer Letter between Flexion and Scott Kelley, M.D. (Exhibit 10.11, Annual Report on Form 10-K filed on March 8, 2018)

Exhibit 10.11 As of January 1, 2018 Scott Kelley, M.D. Dear Scott: We are pleased to offer you continued employment with Flexion Therapeutics, Inc. (the "Company"), as Chief Medical Officer, reporting to Michael Clayman. This letter agreement (the “Agreement”) replaces and supersedes the offer letter between you and the Company dated April 13, 2016. Compensation: Your compensation package includes

Subsidiaries of Flexion Therapeutics, Inc.

Exhibit 21.1 Subsidiaries of Flexion Therapeutics, Inc. NAME: JURISDICTION OF INCORPORATION: Flexion Therapeutics Securities Corporation Massachusetts

Amended and Restated Offer Letter between Flexion and Kerry Wentworth (Exhibit 10.13, Annual Report on Form 10-K filed on March 8, 2018)

Exhibit 10.13 As of January 1, 2018 Kerry Wentworth Dear Kerry: We are pleased to offer you continued employment with Flexion Therapeutics, Inc. (the "Company"), as Chief Regulatory Officer, reporting to Michael Clayman. This letter agreement (the “Agreement”) replaces and supersedes the offer letter between you and the Company dated October 14, 2014. Compensation: Your compensation package includ

Amended and Restated Offer Letter between Flexion and Mark Levine (Exhibit 10.12, Annual Report on Form 10-K filed on March 8, 2018)

July 18, 2017 EXHIBIT 10.12 Mark Levine Dear Mark: We are pleased to offer you continued employment with Flexion Therapeutics, Inc. (the “Company”), as General Counsel and Corporate Secretary, reporting to Michael Clayman, Chief Executive Officer. This offer letter agreement (the “Agreement”) will replace and supersede in its entirety the offer letter agreement between you and the Company dated Ma

FLXN / Flexion Therapeutics, Inc. / LMM LLC - MILLER VALUE PARTNERS, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Flexion Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33938J106 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

FLXN / Flexion Therapeutics, Inc. / LMM LLC - MILLER VALUE PARTNERS, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Flexion Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33938J106 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

FLXN / Flexion Therapeutics, Inc. / GILDER GAGNON HOWE & CO LLC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 5)* Flexion Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 33938J106 (CUSIP Number) December 31, 2017 (Date of Event

FLXN / Flexion Therapeutics, Inc. / SOFINNOVA CAPITAL VI FCPR - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3) * Flexion Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 33938J106 (CUSIP Number) December 31, 2017 (Date

FLXN / Flexion Therapeutics, Inc. / WELLS FARGO & COMPANY/MN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) FLEXION THERAPEUTICS INC (Name of Issuer) Common Stocks (Title of Class of Securities) 33938J106 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

FLXN / Flexion Therapeutics, Inc. S-8

S-8 As filed with the Securities and Exchange Commission on November 6, 2017 Registration No.

Flexion Therapeutics Reports Third-Quarter 2017 Financial Results and Recent Business Highlights

EX-99.1 Exhibit 99.1 Flexion Therapeutics Reports Third-Quarter 2017 Financial Results and Recent Business Highlights ? ZilrettaTM (triamcinolone acetonide extended-release injectable suspension) received FDA approval for the management of osteoarthritis (OA) knee pain on October 6, 2017 ? Product was made commercially available on October 23, 2017, with full launch planned for late November ? Rec

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2017 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation

FLXN / Flexion Therapeutics, Inc. 10-Q (Quarterly Report)

+ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-36287 Fle

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2017 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation

Flexion Therapeutics Announces Pricing of Public Offering of Common Stock

EX-99.2 Exhibit 99.2 Flexion Therapeutics Announces Pricing of Public Offering of Common Stock BURLINGTON, Mass., October 11, 2017 ? Flexion Therapeutics, Inc. (Nasdaq:FLXN) today announced the pricing of an underwritten public offering of 4,800,000 shares of its common stock at a price to the public of $25.50 per share. The gross proceeds from this offering are expected to be approximately $122.4

Underwriting Agreement, dated October 11, 2017.

EX-1.1 Exhibit 1.1 Flexion Therapeutics, Inc. 4,800,000 Shares Common Stock ($0.001 par value) Underwriting Agreement New York, New York October 11, 2017 Wells Fargo Securities, LLC BMO Capital Markets Corp. As Representatives of the several Underwriters, c/o Wells Fargo Securities, LLC 375 Park Avenue New York, New York 10152 c/o BMO Capital Markets Corp. 3 Times Square, Floor 25 New York, NY 100

Flexion Therapeutics Announces Proposed Public Offering of Common Stock

EX-99.1 4 d439154dex991.htm EX-99.1 Exhibit 99.1 Flexion Therapeutics Announces Proposed Public Offering of Common Stock BURLINGTON, Mass., October 10, 2017 – Flexion Therapeutics, Inc. (Nasdaq:FLXN) today announced that it has commenced an underwritten public offering, subject to market and other conditions, to issue and sell 4,000,000 shares of its common stock. Flexion also expects to grant the

4,800,000 Shares Common Stock Flexion Therapeutics, Inc.

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-219099 PROSPECTUS SUPPLEMENT (To Prospectus dated July 13, 2017) 4,800,000 Shares Common Stock Flexion Therapeutics, Inc. We are offering 4,800,000 shares of our common stock. Our common stock is listed on the Nasdaq Global Market under the symbol ?FLXN?. On October 11, 2017, the last reported sale price of our common st

4,000,000 Shares Common Stock Flexion Therapeutics, Inc.

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-219099 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or other jurisdiction where the offe

RISK FACTORS

EX-99.1 2 d455848dex991.htm EX-99.1 Exhibit 99.1 RISK FACTORS Risks Related to Our Financial Condition and Need for Additional Capital We have incurred significant losses since our inception and anticipate that we will continue to incur significant losses for the foreseeable future. We have a limited operating history. To date, we have focused primarily on developing our lead product, Zilretta. An

Flexion Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2017 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation

Flexion Therapeutics 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2017 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (Com

Flexion Therapeutics Announces FDA Approval of Zilretta™ (triamcinolone acetonide extended-release injectable suspension) for Osteoarthritis (OA) Knee Pain

EX-99.1 2 d434786dex991.htm EX-99.1 Exhibit 99.1 Flexion Therapeutics Announces FDA Approval of Zilretta™ (triamcinolone acetonide extended-release injectable suspension) for Osteoarthritis (OA) Knee Pain • Innovative, non-opioid, intra-articular therapy, proven to deliver meaningful analgesia over 12 weeks in patients with moderate to severe OA knee pain • Product label also includes positive dat

FLEXION THERAPEUTICS, INC. 2013 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 28, 2013 APPROVED BY THE STOCKHOLDERS: JANUARY 27, 2014 AMENDED BY THE COMPENSATION COMMITTEE: SEPTEMBER 11, 2017

EX-99.1 2 d450499dex991.htm EX-99.1 Exhibit 99.1 FLEXION THERAPEUTICS, INC. 2013 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 28, 2013 APPROVED BY THE STOCKHOLDERS: JANUARY 27, 2014 AMENDED BY THE COMPENSATION COMMITTEE: SEPTEMBER 11, 2017 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Flexion Therape

Flexion Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2017 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporatio

Flexion Therapeutics 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2017 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (C

Flexion Therapeutics 8-K (Current Report/Significant Event)

flxn-8k20170808.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2017 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of inco

Flexion Therapeutics Reports Second Quarter 2017 Financial Results and Recent Business Highlights

EX-99.1 2 flxn-ex9916.htm EX-99.1 Flexion Therapeutics Reports Second Quarter 2017 Financial Results and Recent Business Highlights • Commercial preparations for the potential launch of ZilrettaTM (FX006) advancing rapidly • Study evaluating the safety of repeat administration of Zilretta has been fully enrolled • Management strengthened with recent appointments of Mark Levine, General Counsel and

Offer Letter, dated February 15, 2017 and as amended July 19, 2017, between the Registrant and Yamo Deniz, M.D.

EX-10.4 3 flxn-ex104180.htm EX-10.4 Flexion Therapeutics 10 Mall Road, Suite 301, Burlington MA 01803 www.flexiontherapeutics.com [email protected] 781.305.7777 February 15, 2017 By Overnight Mail Yamo M. Deniz, MD Dear Yamo: We are thrilled to present you with this offer of employment! This letter agreement (the “Agreement”), along with the enclosed agreements discussed in more detail

FLXN / Flexion Therapeutics, Inc. 10-Q (Quarterly Report)

+ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-36287 Flexion

Seventh Amendment of Lease, dated September 21, 2016, between Flexion and CIP II/RJK 10-20 BMR Owner, LLC (Exhibit 10.1, Quarterly Report on Form 10-Q filed on August 8, 2017)

EX-10.1 2 flxn-ex101320.htm EX-10.1 EXHIBIT 10.1 SEVENTH AMENDMENT TO LEASE THIS SEVENTH AMENDMENT TO LEASE ("Amendment") is made and entered into as of this 7th day of April, 2017 ("Effective Date") by and between CIP II/RJK 10-20 BMR OWNER LLC, a Delaware limited liability company, with an address c/o R.J. Kelly Co., Inc., 55 Cambridge Street, Burlington, Massachusetts 01803 (successor landlord

FLXN / Flexion Therapeutics, Inc. ESP

CORRESP FLEXION THERAPEUTICS, INC. 10 Mall Road, Suite 301 Burlington, MA 01803 July 12, 2017 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jeffrey Riedler Chris Edwards Re: Flexion Therapeutics, Inc. (the ?Company?) Registration Statement on Form S-3 (File No. 333-219099) Ladies and Gentlemen: Pursuant to

Flexion Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2017 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (

Flexion Therapeutics to Hold Investor & Analyst Day Today - Management to discuss the latest plans for the potential launch of ZilrettaTM - Clinical experts to share perspectives on Zilretta - Company to introduce new pipeline candidate (FX101)

EX-99.1 2 d423100dex991.htm EX-99.1 Exhibit 99.1 Flexion Therapeutics to Hold Investor & Analyst Day Today - Management to discuss the latest plans for the potential launch of ZilrettaTM - Clinical experts to share perspectives on Zilretta - Company to introduce new pipeline candidate (FX101) BURLINGTON, Mass., July 10, 2017 – Flexion Therapeutics, Inc. (Nasdaq:FLXN) will hold an Investor & Analys

FLEXION THERAPEUTICS, INC. , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF , 20 FLEXION THERAPEUTICS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT

EX-4.3 EXHIBIT 4.3 FLEXION THERAPEUTICS, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF , 20 FLEXION THERAPEUTICS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT Preferred Stock Warrant Agreement (this ?Agreement?), dated as of between FLEXION THERAPEUTICS, INC., a Delaware corporation (the ?Company?), and , a [corporation] [national banking association] organize

STATEMENT REGARDING COMPUTATION OF RATIOS (in thousands) Year Ended December 31, Three Months Ended March 31, 2012 2013 2014 2015 2016 2017 (in thousands) Computation of Earnings: Pretax loss $ (14,982 ) $ (18,187 ) $ (27,314 ) $ (46,315 ) $ (71,894

EX-12.1 Exhibit 12.1 STATEMENT REGARDING COMPUTATION OF RATIOS (in thousands) Year Ended December 31, Three Months Ended March 31, 2012 2013 2014 2015 2016 2017 (in thousands) Computation of Earnings: Pretax loss $ (14,982 ) $ (18,187 ) $ (27,314 ) $ (46,315 ) $ (71,894 ) $ (23,879 ) Adjustments to earnings: Fixed charges (as computed below) 37 534 491 800 2,090 695 Interest capitalized ? ? ? (117

FLEXION THERAPEUTICS, INC. ________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF ________, 20___ FLEXION THERAPEUTICS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT

EX-4.2 2 d403078dex42.htm EX-4.2 EXHIBIT 4.2 FLEXION THERAPEUTICS, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF , 20 FLEXION THERAPEUTICS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between FLEXION THERAPEUTICS, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking asso

Flexion Therapeutics S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on June 30, 2017 Registration No.

Flexion Therapeutics FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2017 Flexion Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36287 26-1388364 (State or other jurisdiction of incorporation) (

FLEXION THERAPEUTICS, INC. CHANGE IN CONTROL SEVERANCE BENEFIT PLAN APPROVED BY THE BOARD OF DIRECTORS ON JUNE 22, 2017

EX-99.1 Exhibit 99.1 FLEXION THERAPEUTICS, INC. CHANGE IN CONTROL SEVERANCE BENEFIT PLAN APPROVED BY THE BOARD OF DIRECTORS ON JUNE 22, 2017 SECTION 1. INTRODUCTION. The Flexion Therapeutics, Inc. Change in Control Severance Benefit Plan (the ?Plan?) is hereby established effective upon the date of approval by the Board of Directors of Flexion Therapeutics, Inc. (the ?Company?) set forth above (th