Ligand Pharmaceuticals (LCTX) raises ATM ceiling to $60M with B. Riley

Rhea-AI Filing Summary

Ligand Pharmaceuticals, Inc. amends its prospectus supplement to increase the aggregate amount of common shares it may sell under its at-the-market sales agreement with B. Riley Securities, Inc. to $60,000,000. The supplement states this raises the ceiling for sales under the Sales Agreement dated March 22, 2024.

The supplement notes $22,583,663.82 in aggregate gross sales have been sold under the prior supplements and base prospectus to date. The filing also discloses the last reported NYSE American sale price of the common shares was $1.77 per share on March 9, 2026. The offering is subject to the Base Prospectus, prior supplements and the risk factors already disclosed.

Insights

Equity Capital Markets Analyst

Raises ATM capacity to $60,000,000, increasing potential issuance flexibility.

The prospectus supplement increases the at-the-market (ATM) program ceiling to $60,000,000, permitting additional issuances through B. Riley Securities under the Sales Agreement dated March 22, 2024. The supplement explicitly references prior aggregate gross sales of $22,583,663.82, which count against the new cap.

Execution timing and volumes depend on management decisions and market conditions; the filing provides the program cap and selling agent but not a schedule. Subsequent prospectus filings will show actual issuance amounts and timing.

Corporate Securities Counsel

Supplement is a standard amendment to expand available shelf for at-the-market sales.

The supplement modifies prior prospectus supplements and the Base Prospectus and states it "supplements, modifies and supersedes" earlier materials to the extent indicated, preserving prior incorporations by reference. The operative Sales Agreement remains in effect.

The filing reiterates existing risk-factor disclosures and preserves the Base Prospectus framework; material legal conditions (such as SEC qualification or contract terms) are not altered by this excerpt.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-277758

PROSPECTUS SUPPLEMENT

(To prospectus supplements dated November 12, 2025 and May 14, 2024, to prospectus dated May 14, 2024)

Up to $60,000,000 Common Shares

This prospectus supplement supplements, modifies and supersedes, only to the extent indicated herein, certain information contained in the accompanying prospectus dated May 14, 2024, contained in our Registration Statement on Form S-3 (Registration No. 333-277758) (the “Base Prospectus”), as supplemented, modified and superseded by our prospectus supplements dated November 12, 2025 and May 14, 2024 (the “Prior Supplements”), relating to the offer and sale of our common shares from time to time through or to B. Riley Securities, Inc. (“B. Riley”) pursuant to the sales agreement we entered into with B. Riley dated March 22, 2024 (the “Sales Agreement”).

This prospectus supplement should be read in conjunction with the Prior Supplements and the Base Prospectus, including the documents incorporated by reference therein, and is qualified by reference to the Prior Supplements and the Base Prospectus, except to the extent that the information in this prospectus supplement supplements, modifies or supersedes the information in the Prior Supplements and/or the Base Prospectus. If there is any inconsistency between the information in the Prior Supplements and Base Prospectus, on the one hand, and this prospectus supplement, on the other, you should rely on the information in this prospectus supplement. Any information that is supplemented, modified or superseded in the Prior Supplements or Base Prospectus by this prospectus supplement shall not be deemed to constitute a part of the Prior Supplements or Base Prospectus, respectively, except as supplemented, modified or superseded by this prospectus supplement. This prospectus supplement is not complete without, and may only be delivered or used in connection with, the Prior Supplements and the Base Prospectus.

This prospectus supplement is being filed solely to increase the dollar amount of our common shares that we may offer and sell from time to time under the Sales Agreement to an aggregate of up to $60,000,000, excluding the $22,583,663.82 in aggregate gross sales price of our common shares we sold pursuant to the Prior Supplements and Base Prospectus to date.

Our common shares trade on the NYSE American and on the Tel Aviv Stock Exchange under the symbol “LCTX.” On March 9, 2026, the last reported sale price of our common shares on the NYSE American was $1.77 per share.

Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described under the heading “Risk Factors” on page S-4 of the prospectus supplement dated May 14, 2024 and under similar headings in the other documents that are incorporated by reference into this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

B. Riley Securities

The date of this prospectus supplement is March 11, 2026.

FAQ

What does LCTX's prospectus supplement change?

It increases the ATM ceiling to $60,000,000 for common-share sales through B. Riley. The supplement amends prior prospectus supplements and the Base Prospectus and applies to the Sales Agreement dated March 22, 2024.

How much has LCTX already sold under the program?

The filing reports aggregate gross sales to date of $22,583,663.82. That amount is counted against the newly stated $60,000,000 cap in this prospectus supplement.

Who is the sales agent for LCTX's ATM program?

The sales agent named is B. Riley Securities, Inc.. Sales will be made pursuant to the Sales Agreement dated March 22, 2024, as described in the supplement.

Will proceeds from sales go to LCTX?

Proceeds from sales under the Sales Agreement are available to the issuer. The supplement increases the issuer's available aggregate selling capacity to $60,000,000.

What is LCTX's recent trading price cited in the supplement?

The supplement states the last reported NYSE American sale price was $1.77 per share on March 9, 2026. That price is included for reference only.