LGND Plans $400M Convertible Senior Notes; Credit Amendment Enables Cash Settlement

Rhea-AI Filing Summary

Ligand Pharmaceuticals reported a proposed private placement of $400.0 million aggregate principal amount of convertible senior notes due 2030, with initial purchasers offered a 13-day option to buy up to an additional $60.0 million. The notes are being offered to qualified institutional buyers under Rule 144A and have not been registered under the Securities Act.

The company also entered into a Second Amendment to its Credit Agreement to permit certain cash settlement payments on the notes, subject to customary conditions. The filing includes the amendment and a press release as exhibits, and emphasizes that any offering will be made only by confidential offering memorandum and is not a public solicitation.

Positive

• Planned $400.0 million private placement of convertible senior notes due 2030 provides material financing capacity
• Additional $60.0 million option for initial purchasers allows potential upsizing of the offering
• Second Amendment to the Credit Agreement expressly permits certain cash settlement payments on the Notes
• Offering limited to qualified institutional buyers under Rule 144A, which targets institutional investor demand

Negative

• Issuance constitutes $400.0 million of convertible indebtedness (plus potential $60.0 million), increasing contractual obligations
• Notes are unregistered under the Securities Act and restricted to certain buyers, limiting public availability
• Filing does not disclose key economic terms (coupon, conversion price, potential dilution), preventing full assessment of investor impact

Insights

Financial Analyst

TL;DR: Company seeks $400M in convertible financing and amended its credit facility to allow cash settlements.

Ligand's plan to issue $400 million of convertible senior notes due 2030 provides meaningful financing capacity. The inclusion of a 13-day additional purchase option for $60 million is a common upsizing feature that can improve deal execution. The Second Amendment expressly permits certain cash settlement payments, which removes a contractual obstacle to how conversions or settlements may be satisfied. This report is procedural and material, but lacks terms (coupon, conversion price, dilution mechanics) needed to assess full financial impact.

Capital Markets Specialist

TL;DR: The combined offering and credit amendment increase capital flexibility and market placement options.

Offering convertible notes via Rule 144A targets institutional demand and can efficiently raise substantial capital; the $400 million size plus a $60 million option is sizeable. The credit amendment explicitly enabling cash settlement is important operationally because it allows the company and counterparties to settle conversion obligations in cash rather than solely in equity, affecting treasury planning and potential balance sheet outcomes. Lack of offering terms limits appraisal but the actions are clearly material financing steps.

LIGAND PHARMACEUTICALS INC false 0000886163 0000886163 2025-08-11 2025-08-11

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 11, 2025

LIGAND PHARMACEUTICALS INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-33093		77-0160744
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

555 Heritage Drive, Suite 200

Jupiter, FL 33458

(Address of principal executive offices, including zip code)

(858) 550-7500

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		LGND		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the Offering (as defined below), on August 11, 2025, Ligand Pharmaceuticals Incorporated (the “Company”), as borrower, entered into a Second Amendment to Credit Agreement (the “Second Amendment”) with certain of the Company’s subsidiaries, as Guarantors (as defined therein), the Lenders (as defined therein) party thereto, and Citibank, N.A., as Administrative Agent (as defined therein), which amends that certain Credit Agreement, dated as of October 12, 2023, by and among the Company, certain of its subsidiaries, as Guarantors (as defined therein), the Lenders (as defined therein) party thereto, and Citibank, N.A., as Administrative Agent, Swingline Lender and L/C Issuer (each as defined therein) (as amended by that certain First Amendment to Credit Agreement, dated as of July 8, 2024, and the Second Amendment, the “Credit Agreement”), to permit, among other things, certain cash settlement payments on the Notes (as defined below), subject to customary conditions set forth therein.

References to the terms of the Second Amendment and the Credit Agreement are qualified in their entirety by reference to the full text of the Second Amendment, which is incorporated herein by reference to Exhibit 10.1.

Item 8.01 Other Events.

On August 11, 2025, the Company issued a press release announcing the proposed offering of $400 million aggregate principal amount of convertible senior notes due 2030 (the “Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also announced its intent to grant the initial purchasers of the Notes an option to purchase, during a 13-day period beginning on, and including, the first date on which the Notes are issued, up to an additional $60.0 million aggregate principal amount of Notes. A copy of the press release announcing the Offering is attached hereto as Exhibit 99.1 and incorporated herein by reference.

This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer to sell, solicitation of an offer to buy or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offers of the securities would be made only by means of a confidential offering memorandum. These securities have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Second Amendment to Credit Agreement, dated as of August 11, 2025, to that certain Credit Agreement, dated as of October 12, 2023, by and among Ligand Pharmaceuticals Incorporated, certain of its subsidiaries, as Guarantors (as defined therein), the Lenders (as defined therein) party thereto, and Citibank, N.A., as Administrative Agent, Swingline Lender and L/C Issuer (each as defined therein), as amended by that certain First Amendment to Credit Agreement, dated as of July 8, 2024.
99.1		Press Release dated as of August 11, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 11, 2025				By:		/s/ Andrew Reardon
				Name:		Andrew Reardon
				Title:		Chief Legal Officer and Secretary

FAQ

What is Ligand (LGND) proposing in this 8-K?

The company announced a proposed private placement of $400.0 million aggregate principal amount of convertible senior notes due 2030, with an initial purchaser option for up to $60.0 million additional notes.

Who can buy the convertible notes in Ligand's offering?

The notes are being offered in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A.

What change to Ligand's credit agreement was disclosed?

Ligand entered into a Second Amendment to its Credit Agreement to permit certain cash settlement payments on the notes, subject to customary conditions.

Are the notes registered for public sale?

No. The filing states the securities have not been registered under the Securities Act and may not be offered or sold in the United States except pursuant to an applicable exemption.

Where can I find the press release and amendment text?

The company attached the Second Amendment as Exhibit 10.1 and the press release announcing the offering as Exhibit 99.1 to the 8-K.