Flexion Therapeutics, Inc. (FLXN) Files An 8-K Other Events

Item8.01

On November 16, 2016, we entered into an underwriting agreement
with Wells Fargo Securities, LLC, RBC Capital Markets, LLC and
BMO Capital Markets Corp., as representatives of the several
underwriters named therein, relating to the issuance and sale by
us of 3,600,000 shares of our common stock, at a price to the
public of $18.00 per share. We have granted the underwriters a
30-day option to purchase up to 540,000 additional shares of our
common stock. The net proceeds to us from this offering,
excluding any exercise by the underwriters of their option to
purchase additional shares, are expected to be approximately
$60.8 million, after deducting underwriting discounts and
commissions and other estimated offering expenses payable by us.
The offering is expected to close on or about November 21, 2016,
subject to customary closing conditions.

The underwriting agreement contains customary representations,
warranties, covenants and agreements by us, indemnification
obligations of us and the underwriters, including for liabilities
under the Securities Act of 1933, as amended, or the Securities
Act, other obligations of the parties and termination provisions.
The representations, warranties and covenants contained in the
underwriting agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit
of the parties to the underwriting agreement, and may be subject
to limitations agreed upon by the contracting parties.

The offering is being made to our shelf registration statement on
Form S-3 (Registration Statement No.333-203706), previously filed
with the Securities and Exchange Commission, or SEC, and declared
effective by the SEC on May6, 2015 and a prospectus supplement
thereunder. The underwriting agreement is attached as Exhibit 1.1
hereto, and the description of the terms of the underwriting
agreement is qualified in its entirety by reference to such
exhibit. A copy of the opinion of Cooley LLP relating to the
legality of the issuance and sale of the shares in the offering
is attached as Exhibit 5.1 hereto.

On November15, 2016, we issued a press release announcing that we
had commenced the offering. On November 16, 2016, we issued a
press release announcing the pricing of the offering. Copies of
these press releases are attached as Exhibits 99.1 and 99.2
hereto, respectively.

Neither the disclosures on this Form 8-K nor the press releases
shall constitute an offer to sell or the solicitation of an offer
to buy these securities, nor shall there be any sale of these
securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.

(d)Exhibits.

Forward-Looking Statements

Statements contained in this report regarding matters that are
not historical facts are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including statements with respect to the completion, timing and
net proceeds of the offering. Because such statements are subject
to risks and uncertainties, actual results or events may differ
materially from those expressed or implied by such
forward-looking statements. Words such as

believe, anticipate, plan, expect, intend, will, goal, potential
and similar expressions are intended to identify forward-looking
statements, though not all forward-looking statements necessarily
contain these identifying words. These forward-looking statements
are based upon our current expectations and involve assumptions
that may never materialize or may prove to be incorrect. Actual
results and the timing of events could differ materially from
those anticipated in such forward-looking statements as a result
of various risks and uncertainties, which include, without
limitation, risks associated with market conditions and the
satisfaction of closing conditions related to the public
offering. These and other risks concerning our company are
described in additional detail in our filings with the SEC,
including under the Risk Factors captions in those filings. All
forward-looking statements contained in this report speak only as
of the date on which they were made. We undertake no obligation
to update such statements to reflect events that occur or
circumstances that exist after the date on which they were made.

About Flexion Therapeutics, Inc. (FLXN)