[8-K] Ligand Pharmaceuticals Inc. Reports Material Event

Rhea-AI Filing Summary

AMC Entertainment Holdings, Inc. filed a Form 8-K on July 2, 2025 under Item 7.01 (Regulation FD). The company disclosed that lenders holding more than 80% of its outstanding term loans have executed joinders to the previously announced Transaction Support Agreement. This lender consent satisfies a material condition that allows AMC to move forward with the balance-sheet enhancing transactions announced on July 1, 2025. A detailed press release is furnished as Exhibit 99.1; the information is presented as “furnished” and will not be deemed “filed” for Exchange Act purposes.

Positive

• More than 80% of term-loan lenders executed joinders, satisfying a critical condition to proceed with AMC’s balance-sheet enhancing transactions.

Negative

• None.

Insights

Financial Analyst

TL;DR – 80% lender consent removes key obstacle to AMC’s balance-sheet transactions.

The super-majority support from term-loan lenders signals constructive creditor relations and clears the largest contractual hurdle for the debt restructuring package unveiled on July 1. Achieving this threshold should enable AMC to execute the contemplated “balance-sheet enhancing” actions, which are designed to improve leverage and liquidity. While execution risk remains, meeting the consent condition materially increases the probability of closing the transaction set.

Credit Risk Specialist

TL;DR – Creditor alignment (>80%) is credit-positive, reducing near-term refinancing risk.

From a credit perspective, the rapid alignment of a super-majority of term-loan holders limits the likelihood of holdout litigation and accelerates timeline to finalize amendments or exchanges that can extend maturities or lower cash interest. The filing does not reveal final terms, yet the consent alone improves visibility into AMC’s liability management path.

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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): July 2, 2025

LIGAND PHARMACEUTICALS INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

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

555 Heritage Drive, Suite 200
Jupiter
Florida						33458
(Address of principal executive offices)						(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 7.01 Regulation FD Disclosure.

On July 2, 2025, Ligand Pharmaceuticals Incorporated (“Ligand”) announced the closing of its previously announced Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Ligand’s wholly owned subsidiary, LNHC, Inc. (“LNHC”) merged with and into CHRO Merger Sub Inc., a wholly owned subsidiary of Channel Therapeutics Corporation (“Channel”), and became a wholly owned subsidiary of Channel (the “Transaction”). The combined company will operate under the name Pelthos Therapeutics Inc. (“Pelthos”), and will commence trading on the NYSE American exchange under the new ticker symbol “PTHS” on July 2, 2025. Ligand issued a press release announcing the closing of the Merger Agreement 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 July 2, 2025.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Forward-Looking Statements

This report contains forward-looking statements, as defined in Section 21E of the Securities Exchange Act of 1934, regarding Ligand’s and Pelthos’ current expectations. All statements, other than statements of historical fact, could be deemed to be forward-looking statements. In some instances, words such as “plans,” “believes,” “expects,” “anticipates,” and “will,” and similar expressions, are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect our good faith beliefs (or those of the indicated third parties) and speak only as of the date hereof. These forward-looking statements include, without limitation, references to our expectations regarding (i) our belief that investors should feel encouraged that Pelthos has a strong development path towards successfully launching drugs with considerable market opportunities, (ii) the timing of clinical and regulatory events of us and our partners, (iii) the timing of the initiation or completion of preclinical studies and clinical trials by us and our partners, (iv) the timing of product launches, including ZELSUVMI, (v) guidance regarding projected financial results for 2025 and beyond, (vi) the anticipated benefits of the Transaction and (vii) the combined company’s opportunities, strategy and plans following the closing of the Transaction. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results to differ materially from those set forth in such forward-looking statements include, but are not limited to, risks and uncertainties related to there being no guarantee that the trading price of the combined company’s Common Stock will be indicative of the combined company’s value or that the combined company’s Common Stock will become an attractive investment in the future; we may rely on collaborative partners for milestone payments, royalties, materials revenue, contract payments and other revenue projections and may not receive expected revenue; we and our partners may not be able to timely or successfully advance any product(s) in our internal or partnered pipeline or receive regulatory approval and there may not be a market for the product(s) even if successfully developed and approved; and changes in general economic conditions, including as a result of war, conflict, epidemic diseases, the implementation of tariffs, and ongoing or future litigation could expose us to significant liabilities and have a material adverse effect on us. These and other risks and uncertainties are described more fully in our filings with the U.S. Securities and Exchange Commission. The information in this report is provided only as of the date of this report, and we undertake no

obligation to update any forward-looking statements contained in this report based on new information, future events, or otherwise, except as required by law.

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: July 2, 2025			By: /s/ Andrew Reardon Name: Andrew Reardon Title: Chief Legal Officer and Secretary

FAQ

What did AMC (AMC) disclose in its July 2, 2025 Form 8-K?

AMC reported that lenders holding >80% of its term loans joined the Transaction Support Agreement, clearing a major condition for planned transactions.

How much lender support has AMC obtained for its Transaction Support Agreement?

Over 80% of outstanding term-loan lenders have executed joinders.

Why is the 80% lender consent significant for AMC?

It satisfies a material condition, enabling AMC to move forward with balance-sheet enhancing actions announced on July 1, 2025.

Which exhibit contains AMC’s detailed press release?

Exhibit 99.1 contains the full press release dated July 2, 2025.

Is the press release considered "filed" or "furnished" under SEC rules?

AMC states the information is furnished, not "filed," under Item 7.01 of the Exchange Act.