Ligand Pharmaceuticals Enters Material Definitive Agreement

TL;DR

Ligand just signed a big deal, details TBD.

AI Summary

On May 6, 2024, Ligand Pharmaceuticals Inc. entered into a material definitive agreement. The filing does not disclose the specific details of this agreement, such as the counterparty or the financial terms involved.

Why It Matters

This filing indicates a significant new contract or partnership for Ligand Pharmaceuticals, which could impact its future revenue streams and strategic direction.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and potential impact of the agreement.

Key Players & Entities

• Ligand Pharmaceuticals Inc. (company) — Registrant

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share LGND The Nasdaq Global Market
• $75 million — ghts for an aggregate purchase price of $75 million. Under the terms of the agreement, Liga
• $25 million — has the option to commit an additional $25 million in the same assets on a pro rata basis.
• $125 million — ow Sellers to raise up to an additional $125 million bringing the total syndicated purchase
• $200 million — ed purchase price up to an aggregate of $200 million. As part of the Agreement, Sellers wil
• $17.30 — on stock, at an exercise price equal to $17.30. The exercise price of the Warrant and

Filing Documents

• lgnd-20240506.htm (8-K) — 27KB
• 0000886163-24-000026.txt ( ) — 151KB
• lgnd-20240506.xsd (EX-101.SCH) — 2KB
• lgnd-20240506_lab.xml (EX-101.LAB) — 22KB
• lgnd-20240506_pre.xml (EX-101.PRE) — 13KB
• lgnd-20240506_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 6, 2024, Ligand Pharmaceuticals Incorporated ("Ligand") entered into that certain Purchase and Sale Agreement, dated May 6, 2024 (the "Agreement"), with Agenus Inc., Agenus Royalty Fund, LLC, and Agenus Holdings 2024, LLC (collectively, "Sellers"), where Ligand will obtain certain royalty rights for an aggregate purchase price of $75 million. Under the terms of the agreement, Ligand will initially receive (i) 18.75% of the licensed royalties and 31.875% of the future licensed milestones paid to Sellers on six partnered oncology programs, including BMS-986442 (Bristol Myers Squibb), AGEN2373 (Gilead Sciences), INCAGN2385 and INCAGN2390 (Incyte), MK-4830 (Merck), and UGN-301 (UroGen Pharma), and (ii) a synthetic 2.625% royalty on future global net sales of Sellers' novel immuno-oncology botensilimab in combination with balstilimab ("BOT/BAL") program, collectively subject to certain events which will adjust the royalty and milestone percentages paid to Ligand. In addition, Ligand has the option to commit an additional $25 million in the same assets on a pro rata basis. As part of the Agreement, Ligand has also agreed to allow Sellers to raise up to an additional $125 million bringing the total syndicated purchase price up to an aggregate of $200 million. As part of the Agreement, Sellers will grant Ligand security over certain assets related to the programs included in the Agreement, subject to certain customary exceptions. Closing of the transaction is subject to customary conditions, including execution of customary ancillary documents for a transaction of this type. The transaction is expected to close in May 2024. In connection with entry into the Agreement, Agenus Inc. issued to Ligand a warrant ("Warrant") to purchase 867,052 shares of its common stock, at an exercise price equal to $17.30. The exercise price of the Warrant and the number of shares issuable upon exercise of the Warrant are subject t

Forward Looking Statements

Forward Looking Statements This report contains forward-looking statements by Ligand that involve risks and uncertainties and reflect Ligand's judgment as of the date of this report. Words such as "plans," "believes," "expects," "anticipates," and "will," and similar expressions, are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements regarding: Ligand's future royalty payments due under the Agreement, the potential impact of six partnered programs, including BMS-986442 (Bristol Myers Squibb), AGEN2373 (Gilead Sciences), INCAGN2385 and INCAGN2390 (Incyte), MK-4830 (Merck), and UGN-301 (UroGen Pharma), the trial and regulatory success of Agenus' upcoming Phase 3 trial of botensilimab in combination with balstilimab ("BOT/BAL") for patients with metastatic, refractory colorectal cancer that is not MSI-H/dMMR and who do not have liver metastases, the differentiated profile of BOT/BAL program and high potential to benefit patients and to generate considerable revenues, the paradigm-shifting potential of BOT/BAL program in delivering benefits to patients across the solid tumor landscape, Ligand may not receive expected revenue under the Agreement or others, Ligand or its partners may not be able to protect their intellectual property, and patents covering certain products and technologies may be challenged or invalidated which could expose Ligand to significant liabilities and have a material adverse effect on the company. The failure to meet expectations with respect to any of the foregoing matters may reduce Ligand's stock price. Additional information concerning these and other risk factors affecting Ligand can be found in Ligand's prior filings with the Securities and Exchange Commission available at www.sec.gov. Ligand disclaims any intent or obligation to update these forward-looking statements beyond the date of this report, including the possibility of additional license fees and milestone rev

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LIGAND PHARMACEUTICALS INCORPORATED Date: May 7, 2024 By: /s/ Andrew Reardon Name: Andrew Reardon Title: Chief Legal Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR