Ligand Pharma Reports Material Agreement, Financial Obligations

TL;DR

Ligand Pharma inked a new deal, has new financial obligations, and sold some stock.

AI Summary

On August 11, 2025, Ligand Pharmaceuticals Incorporated entered into a material definitive agreement related to its financial obligations. The company also reported on the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. Additionally, the filing details unregistered sales of equity securities and other events.

Why It Matters

This 8-K filing indicates significant financial activities and potential new obligations for Ligand Pharmaceuticals, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and financial obligations, which inherently carry financial risks that need further investigation.

Key Players & Entities

• Ligand Pharmaceuticals Incorporated (company) — Registrant
• August 11, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share LGND The Nasdaq Global Ma
• $460.0 million — reviously announced private offering of $460.0 million aggregate principal amount of 0.75% Con
• $60.0 million — option to purchase up to an additional $60.0 million aggregate principal amount of Notes. Th
• $1,000 — price (as defined in the Indenture) per $1,000 principal amount of Notes for each trad
• $194.79 — itial conversion price of approximately $194.79 per share of Common Stock. The initial
• $100.0 million — f the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are
• $45,000,000 — ed with a principal amount in excess of $45,000,000 (or its foreign currency equivalent), i
• $445.1 m — ds from the offering were approximately $445.1 million, after deducting the initial purc
• $45.9 million — Company. The Company used approximately $45.9 million of the net proceeds to pay the cost of
• $15.0 million — ddition, the Company used approximately $15.0 million of the net proceeds from the offering,
• $147.01 — 34 shares of Common Stock at a price of $147.01 per share, which is equal to the last r
• $294.02 — d Options at an initial strike price of $294.02 per share. The Company offered and sold
• $400.0 million — nouncing the pricing of its offering of $400.0 million aggregate principal amount of Notes in

Filing Documents

• d939356d8k.htm (8-K) — 56KB
• d939356dex41.htm (EX-4.1) — 616KB
• d939356dex101.htm (EX-10.1) — 239KB
• d939356dex102.htm (EX-10.2) — 219KB
• d939356dex991.htm (EX-99.1) — 19KB
• d939356dex992.htm (EX-99.2) — 11KB
• g939356g0814042331102.jpg (GRAPHIC) — 2KB
• g939356g0814042331237.jpg (GRAPHIC) — 2KB
• g939356g0814042331357.jpg (GRAPHIC) — 2KB
• g939356g0814042331493.jpg (GRAPHIC) — 2KB
• g939356g0814042331613.jpg (GRAPHIC) — 2KB
• g939356g0814042331763.jpg (GRAPHIC) — 3KB
• 0001193125-25-180841.txt ( ) — 1543KB
• lgnd-20250811.xsd (EX-101.SCH) — 3KB
• lgnd-20250811_lab.xml (EX-101.LAB) — 18KB
• lgnd-20250811_pre.xml (EX-101.PRE) — 11KB
• d939356d8k_htm.xml (XML) — 4KB

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking" statements, that involve risks and uncertainties, including statements concerning the offering of the Notes, the convertible note hedge and warrant transactions, and the Company's expectations regarding the expected net proceeds from the offering and use of those net proceeds. Forward-looking statements are often identified by the use of words such as, but not limited to, "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "predict," "intend," "may," "might," "plan," "project," "potential," "seek," "should," "target," "will," "would" and similar expressions or variations intended to identify forward-looking statements. All statements other than statements of historical facts contained in this Current Report on Form 8-K, including statements concerning the potential dilutive effect of the Warrants to holders of Common Stock; uncertainties as to the timing and/or occurrence of any conversions or redemptions of the Notes in accordance with the terms of the Indenture; the potential impact of the convertible note hedge transactions, warrant transactions and/or related transactions on dilution to holders of Common Stock; and the market prices of the Common Stock and/or the Notes are forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various risk factors that are described more fully in the Company's reports and other documents filed with the Securities and Exchange Commission (the " SEC "), including its Annual Report on Form 10-K for the year ended December 31, 2024 and other flings that the Company makes from time to time with the SEC, which are available on the SEC's website at www.sec.gov, and could cause actual results to vary from expectations. All information provided in this Current Report on Form 8-K is as of the date hereof, and the Company undertakes no duty to updat

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: August 14, 2025 By: /s/ Andrew Reardon Name:Andrew Reardon Title:Chief Legal Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR