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Ligand buys Ryjunea EMEA royalties for $23M

Ligand Pharmaceuticals Incorporated (LGND) reported that it has acquired royalty and milestone payment rights related to Santen Pharmaceutical’s Ryjunea® from Sydnexis, Inc. for a $23 million upfront payment.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ligand Pharmaceuticals Incorporated (LGND) reported that it has acquired royalty and milestone payment rights related to Santen Pharmaceutical’s Ryjunea® from Sydnexis, Inc. for a $23 million upfront payment. The rights are tied to an existing license agreement between Sydnexis and Santen covering Europe, the Middle East and Africa.

Ligand will receive an ascending, tiered low-double-digit to high-teens royalty on Ryjunea net sales in EMEA, plus specified milestone payments, while Sydnexis retains commercial rights in the U.S. and other non-Santen territories. Ryjunea is a once-nightly 0.01% low-dose atropine eye drop approved by the European Commission in June 2025 and by the UK MHRA in October 2025 to slow progression of pediatric myopia. Ligand describes this as a differentiated addition to its royalty portfolio, noting Santen’s strategic focus on myopia and estimating a large addressable market, with Santen citing 14 million myopia patients in Europe in 2025.

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Filing Explained

Ligand now holds contingent royalty and milestone rights after the upfront payment, rather than direct commercial rights to Ryjunea.

As a Form 8-K, this report discloses a specified material event: on September 22, 2026, Ligand reported the completed acquisition of payment rights related to Ryjunea for an upfront $23 million payment.

The acquired asset is a 100% interest in certain royalty and milestone payments, not the disclosed commercial rights to the product itself. Ligand’s future receipts are tied to Ryjunea net sales in EMEA and specified milestones, so the economic benefit is contingent rather than a fixed payment stream.

The transaction therefore changes Ligand’s position from having no stated interest in these payments to holding the acquired rights after making the upfront payment; Santen remains the EMEA licensee, while Sydnexis retains U.S. and other non-Santen commercial rights.

The release is furnished under Item 7.01, and the filing states that this information is not deemed filed for Section 18 liability or incorporated by reference except through a specific reference.

The filing identifies future Ryjunea sales, reimbursement approvals, and sales milestones as the items that will determine when and how much Ligand receives.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Upfront payment $23 million Paid by Ligand to acquire Ryjunea royalty and milestone rights from Sydnexis
Royalty rate range Tiered low-double-digit to high-teens percentage of net sales Royalties on Ryjunea net sales in Europe, the Middle East and Africa
Estimated myopia patients in Europe 14 million patients Santen estimate for 2025 myopia prevalence in Europe
Projected pediatric/adolescent myopia prevalence 1 in 3 children and adolescents Projected to be affected by myopia in Europe by 2050
EU approval date for Ryjunea June 2025 Approved by the European Commission to slow pediatric myopia progression
UK MHRA approval date for Ryjunea October 2025 Approved by the UK Medicines and Healthcare products Regulatory Agency
Ryjunea atropine concentration 0.01% Standardized low-dose atropine formulation used in the eye drop
Royalty portfolio assets More than 200 assets Number of development and commercial-stage assets in Ligand’s royalty portfolio
royalty aggregator financial
"Ligand is a leading royalty aggregator, partnering with biopharmaceutical companies"
A royalty aggregator is a company or fund that buys and manages many royalty or revenue-sharing rights across industries, such as music, pharmaceuticals, natural resources, or intellectual property. Like a person buying a collection of toll booths instead of running a highway, it pools small, ongoing payments from many sources into a single portfolio, creating diversified, often predictable cash flows that investors can track and value.
ascending tiered royalty financial
"acquired an ascending tiered royalty interest in Santen Pharmaceutical"
myopia medical
"designed to slow progression of myopia (commonly known as nearsightedness)"
Myopia is a common vision condition where distant objects appear blurry because the eye focuses images in front of the retina instead of on it; it’s often called nearsightedness. For investors, myopia matters because rising prevalence drives demand for eye care services, corrective lenses, medical devices and treatments, similar to how increasing use of smartphones boosts related accessory markets—changes that can affect revenue, research funding and long-term product development in healthcare and consumer optics.
high myopia medical
"progression to “high myopia” increases the risk of severe ocular complications"
GMP manufactured technical
"providing a stable, clinically validated, and GMP manufactured option"
deuterated water technical
"0.01% formulation of atropine with deuterated water designed to improve efficacy"
Deuterated water is water in which the normal hydrogen atoms are replaced by deuterium, a stable hydrogen isotope that is twice as heavy; chemists often call it D2O or “heavy water.” It matters to investors because it is a specialized raw material used in scientific instruments, pharmaceutical research, tracer studies and some manufacturing processes, so demand, supply constraints or regulatory controls can affect revenues and costs for companies that produce or use it.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did LGND announce regarding Ryjunea royalties?

Ligand announced it acquired royalty and milestone payment rights related to Santen’s Ryjunea® from Sydnexis for a $23 million upfront payment, covering Europe, the Middle East and Africa under Sydnexis’s existing license agreement with Santen.

What royalties will LGND receive from Ryjunea sales in EMEA?

Ligand will receive an ascending tiered low-double-digit to high-teens royalty on Ryjunea net sales in Europe, the Middle East and Africa, along with certain milestone payments, under the acquired rights from Sydnexis’s license agreement with Santen.

Does Sydnexis retain any rights to Ryjunea after the LGND deal?

Yes. Sydnexis retains commercial rights to Ryjunea in the U.S. and all other non-Santen licensed territories. Ligand’s acquisition is limited to specified royalty and milestone rights under Sydnexis’s license with Santen in EMEA.

What indications and approvals does Ryjunea have according to LGND’s filing?

Ryjunea is a once-nightly, low-dose 0.01% atropine eye drop to slow pediatric myopia progression. It was approved by the European Commission in June 2025 and the UK MHRA in October 2025 for eligible children with progressing myopia.

How large is the pediatric myopia market Ryjunea targets in Europe?

Ligand cites that in Europe, approximately 1 in 3 children and adolescents are projected to be affected by myopia by 2050, and Santen estimates 14 million patients were affected in 2025, highlighting a substantial potential market for Ryjunea.

How does LGND describe its overall business model in this disclosure?

Ligand describes itself as a royalty aggregator with economic interests in more than 200 development and commercial-stage assets, seeking to fund high-value programs in exchange for long-term royalty interests and licensing technologies like Captisol® and NITRICIL™.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0000886163false00008861632026-09-222026-09-22

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): September 22, 2026
LIGAND PHARMACEUTICALS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware001-3309377-0160744
(State or other jurisdiction of(Commission File Number)(I.R.S. Employer
incorporation or organization)Identification No.)
555 Heritage Drive, Suite 200
Jupiter
Florida33458
(Address of principal executive offices)(Zip Code)
(858550-7500
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareLGNDThe 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 7.01 Regulation FD Disclosure.
On September 22, 2026, Ligand Pharmaceuticals Incorporated (“Ligand”) issued a press release announcing that it had acquired royalty and milestone payment rights relating to Santen Pharmaceutical Co., Ltd.’s Ryjunea® from Sydnexis, Inc. for $23 million upfront (the “Transaction”), and certain other information regarding the Transaction. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01 of this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No.
Description
99.1
Press release, dated September 22, 2026.
104Cover Page Interactive Data File - the cover page XBRL tags are 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: September 22, 2026
By: /s/ Andrew Reardon
Name: Andrew Reardon
Title: Chief Legal Officer and Secretary





Exhibit 99.1
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Ligand Acquires Royalty and Milestone Interest in Santen’s Ryjunea® from Sydnexis for $23 Million

Ryjunea is the first and only pharmacologic treatment approved by the European Commission and UK MHRA to slow myopia progression in pediatric patients

Ligand will receive a tiered low-double-digit to high-teens royalty on Ryjunea net sales in Europe, the Middle East, and Africa

JUPITER, Fla., September 22, 2026 – Ligand Pharmaceuticals Incorporated (Nasdaq: LGND) today announced it has acquired an ascending tiered royalty interest in Santen Pharmaceutical Co., Ltd.’s (“Santen”) Ryjunea® from Sydnexis, Inc. (“Sydnexis”) for a $23 million upfront payment.

Ryjunea is a once-nightly, low-dose atropine eye drop designed to slow progression of myopia (commonly known as nearsightedness) in pediatric patients. Treatment may be indicated in children aged 3-14 years with a progression rate of 0.5 D or more per year and a severity of -0.5 D to -6.0 D. The product uses a standardized 0.01% formulation of atropine with deuterated water designed to improve efficacy, comfort, and stability in the pediatric population. Santen licensed rights to Ryjunea in Europe, the Middle East, and Africa (“EMEA”) from Sydnexis in 2021. Ryjunea was approved by the European Commission in June 2025 and the UK Medicines and Healthcare products Regulatory Agency (“MHRA”) in October 2025.

“Ryjunea represents the type of differentiated asset we look to add to our expanding royalty portfolio. As the first and only approved pharmacological treatment in the European Union and the United Kingdom for slowing pediatric myopia, Ryjunea addresses a significant market need by providing a stable, clinically validated, and GMP manufactured option to manage this chronic condition. Santen has built a strong ophthalmology presence across Europe and has identified myopia as a key strategic growth area, giving us confidence in the product’s long-term commercial potential,” said Todd Davis, CEO of Ligand.

Under the terms of the agreement, Ligand will pay $23 million upfront to acquire a 100% interest in certain payments and related rights under Sydnexis’s existing license agreement with Santen. The acquired payment rights include a tiered low-double-digit to high-teens royalty on Ryjunea net sales in EMEA, as well as certain milestone payments. Sydnexis retains commercial rights to Ryjunea in the U.S. and all other non-Santen licensed territories.

Myopia is a condition in which the focal point for distant objects is in front of the retina, instead of directly on it, and results in vision loss. It has been reported that, in addition to affecting patient quality of life, the progression to “high myopia” increases the risk of severe ocular complications that can lead to permanent visual impairment or blindness. In Europe, approximately 1 in 3 children and adolescents are projected to be affected by myopia by 2050,i and Santen estimates 14 million patients were affected in 2025.ii




Exhibit 99.1

McDermott Will & Schulte LLP and Cooley LLP served as legal advisors to Ligand.

About Ligand
Ligand is a leading royalty aggregator, partnering with biopharmaceutical companies to finance and advance late-stage clinical development programs. Ligand owns and manages one of the largest and most diversified portfolios of biopharmaceutical royalties in the industry, with economic interests in more than 200 development and commercial-stage assets. Ligand funds high-value programs in exchange for long-term economic interests, aligning capital with clinical and commercial success. Ligand’s royalty portfolio is designed to deliver consistent and predictable revenue streams across a broad range of therapeutic assets. Ligand also licenses its proprietary technologies, Captisol® and NITRICIL™, to support drug development and formulation across its global partner network. For more information, visit www.ligand.com or follow Ligand on X and LinkedIn.

Forward-Looking Statements

This press release contains forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements relating to Ryjunea’s commercial potential; the size and growth of the market for treatments for pediatric myopia; Santen’s commercialization, market access and other activities relating to Ryjunea; future sales of Ryjunea; Ligand’s expected receipt of royalties, reimbursement approval milestones and sales milestones relating to Ryjunea and Ligand’s royalty portfolio strategy and expected revenue characteristics.

These statements are based on various assumptions and on the current expectations of Ligand’s management and are not predictions of actual performance. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions, many of which are beyond Ligand’s control. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, Ligand’s reliance on Santen and other third parties for the commercialization, manufacture and sale of Ryjunea and for the payment of royalties and milestones; the possibility that Ryjunea sales may be lower than expected; the timing, availability and scope of regulatory, pricing and reimbursement approvals; competition from compounded atropine, optical treatments and existing or future pharmaceutical products; changes in market acceptance, prescribing practices or treatment guidelines; the possibility that applicable royalty rates may be reduced under the underlying license agreement; challenges to, or the expiration or invalidation of, intellectual property rights relating to Ryjunea; and the other risk factors discussed under the heading “Item 1A. Risk Factors” in the Ligand’s Annual Report on Form 10-K for the year ended December 31, 2025 (filed February 27, 2026) and Quarterly Reports on Form 10-Q for the quarter ended March 31, 2026 (filed with the SEC on May 8, 2026) and for the quarter ended June 30, 2026 (filed with the SEC on August 7, 2026). Ligand cautions against placing undue reliance on these




Exhibit 99.1
forward-looking statements, which speak only as of the date of this press release, and undertakes no obligation to update any forward-looking statements except as required by law.

Contacts

Investors:
Melanie Herman
investors@ligand.com
(858) 550-7761

Media:
Kellie Walsh
media@ligand.com
(914) 315-6072



i Liang J, et al. Br J Ophthalmol. 2024; bjo–2024–325427
ii Santen Pharmaceutical Co., Ltd., Santen Report 2025.
https://www.santen.com/content/dam/santen/global/pdf/en/ir/document/202503/ar2025e.pdf

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