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  4. [8-K] LIGAND PHARMACEUTICALS INC Reports Material Event

Ligand (NASDAQ: LGND) sets $550M convert deal and $75M buyback

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Form Type
8-K

Rhea-AI Filing Summary

Ligand Pharmaceuticals plans a private offering of $550 million in convertible senior notes due 2031 to qualified institutional buyers, with an option for an additional $82.5 million of notes. The notes will be senior unsecured, pay semiannual interest starting in March 2027, and may be settled in cash, stock or a combination upon conversion.

Ligand expects to use part of the proceeds for convertible note hedge and warrant transactions and up to $75 million to repurchase common stock from certain note purchasers, with the balance for general corporate purposes, including its agreement to acquire Xoma Royalty Corporation. Concurrently, a Fourth Amendment to its Credit Agreement permits the notes and sets minimum Consolidated EBITDA at $100,000,000 for four-quarter periods ending through March 31, 2027 and $150,000,000 for periods ending thereafter.

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Insights

Ligand adds sizable convertible debt, paired with hedges and buybacks.

Ligand plans to issue $550 million of convertible senior notes due 2031, with an option for $82.5 million more. The notes are senior unsecured and may be settled partly in shares at Ligand’s election, introducing potential equity dilution alongside added leverage.

The company intends to use proceeds for convertible note hedge and warrant transactions, up to $75 million of share repurchases, and broader corporate purposes including its agreement to acquire Xoma Royalty Corporation. A Fourth Amendment to the Credit Agreement raises minimum Consolidated EBITDA to $100,000,000 for specified periods and $150,000,000 thereafter, tightening financial performance requirements while allowing the new notes.

Convertible note hedges are expected to limit dilution on conversion, while warrants may dilute if the stock trades above the strike price. The net effect on shareholders and credit metrics will depend on final pricing terms, future earnings relative to the higher EBITDA covenants, and how much of the optional additional notes are ultimately issued.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Convertible notes size $550.0 million aggregate principal amount Proposed convertible senior notes due 2031
Additional notes option $82.5 million aggregate principal amount 13-day option for initial purchasers
Share repurchase allocation Up to $75 million Net proceeds used to repurchase common stock
EBITDA covenant (near term) $100,000,000 Minimum Consolidated EBITDA for four-quarter periods through March 31, 2027
EBITDA covenant (thereafter) $150,000,000 Minimum Consolidated EBITDA for four-quarter periods ending after March 31, 2027
Maturity date September 15, 2031 Maturity of convertible senior notes
First interest payment March 15, 2027 Semiannual interest payments begin
convertible senior notes financial
"proposed offering of $550.0 million aggregate principal amount of convertible senior notes due 2031"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
Rule 144A regulatory
"private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
convertible note hedge transactions financial
"Ligand expects to use a portion of the net proceeds from the offering to pay the cost of the convertible note hedge transactions"
Convertible note hedge transactions are agreements made alongside convertible debt that limit the market impact when those notes convert into shares by using separate contracts that offset or neutralize the new stock issuance (for example, arranging share sales, purchases, or option contracts). Investors care because these hedges can reduce or delay dilution and dampen price swings—think of them like insurance that limits how much a conversion can dilute existing owners or move the stock price.
warrant transactions financial
"Ligand also expects to enter into warrant transactions with the option counterparties, pursuant to which Ligand will issue warrants"
Warrant transactions are the issuance, sale, transfer, exercise or cancellation of warrants — contracts that give a holder the right to buy a company’s shares at a set price for a set period. Investors care because exercising warrants can raise cash for the company but also increase the number of shares outstanding, diluting existing ownership and potentially affecting the stock price; think of warrants like gift certificates that can be turned in later for a product at a fixed cost.
Consolidated EBITDA financial
"to amend the minimum Consolidated EBITDA required under the Amended Credit Agreement"
Consolidated EBITDA is a measure of a parent company’s total operating earnings across all its subsidiaries, calculated before interest, taxes, depreciation and amortization (non‑cash charges). It shows the group’s raw cash‑generation and operating performance independent of financing and accounting choices, so investors use it like comparing the horsepower of an entire fleet rather than individual cars to judge core profitability and to compare firms on a more even footing.
qualified institutional buyers regulatory
"in a private placement to persons reasonably believed to be qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

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

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FAQ

What type of financing did Ligand (LGND) announce in this 8-K?
Ligand announced a proposed private placement of $550 million aggregate principal amount of convertible senior notes due 2031, offered to qualified institutional buyers under Rule 144A, with an additional $82.5 million option for initial purchasers.

How will Ligand (LGND) use the proceeds from the $550 million notes offering?
Ligand expects to use proceeds to fund convertible note hedge transactions, offset partially by warrant proceeds, up to $75 million to repurchase common stock, and the remaining funds for general corporate purposes, including its agreement to acquire Xoma Royalty Corporation.

What are the key terms of Ligand’s 2031 convertible senior notes?
The notes will be senior unsecured obligations maturing on September 15, 2031, with interest payable semiannually starting March 15, 2027. Upon conversion, Ligand will pay principal in cash and settle any excess value in cash, common stock, or both.

How much stock does Ligand plan to repurchase in connection with the notes?
Ligand expects to use up to $75 million of net proceeds to repurchase shares of its common stock from certain note purchasers in privately negotiated transactions, at a price equal to the last reported share price on the pricing date.

What changes were made to Ligand’s Credit Agreement in the Fourth Amendment?
The Fourth Amendment permits issuance of the new notes and adjusts minimum Consolidated EBITDA under the Amended Credit Agreement to $100,000,000 for four-quarter periods ending through March 31, 2027 and $150,000,000 for subsequent four-quarter periods.

How do the hedge and warrant transactions affect potential dilution for Ligand shareholders?
Ligand’s convertible note hedge transactions are expected to reduce dilution or excess cash outlay upon note conversion, while associated warrant transactions could be dilutive if the common stock trades above the warrants’ strike price when exercised.
LIGAND PHARMACEUTICALS INC false 0000886163 0000886163 2026-06-22 2026-06-22
 
 

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): June 22, 2026

 

 

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 June 22, 2026, Ligand Pharmaceuticals Incorporated (the “Company”), as borrower, entered into a Consent and Fourth Amendment to Credit Agreement (the “Fourth 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, that certain the Second Amendment to Credit Agreement dated as of August 11, 2025 and that certain Third Amendment to Credit Agreement, dated as of September 12, 2025, the “Credit Agreement”; the Credit Agreement, as amended by the Fourth Amendment, the “Amended Credit Agreement”), to permit, among other things, the issuance of the Notes (as defined below) contemplated by the Offering and to amend the minimum Consolidated EBITDA required under the Amended Credit Agreement for the four consecutive fiscal quarter periods ending June 30, 2026, September 30, 2026, December 31, 2026, and March 31, 2027 to be $100,000,000 and for each four consecutive fiscal quarter periods ending thereafter, $150,000,000.

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

 

Item 8.01

Other Events.

On June 22, 2026, the Company issued a press release announcing the proposed offering of $550 million aggregate principal amount of convertible senior notes due 2031 (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 $82.5 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    Consent and Fourth Amendment to Credit Agreement, dated as of June 22, 2026, 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, that certain the Second Amendment to Credit Agreement dated as of August 11, 2025 and that certain Third Amendment to Credit Agreement, dated as of September 12, 2025.
99.1    Press Release dated as of June 22, 2026.
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: June 22, 2026  

 

   By:  

/s/ Andrew Reardon

 

  

 

   Name:   Andrew Reardon

 

  

 

   Title:   Chief Legal Officer and Secretary

Exhibit 99.1

Ligand Announces Proposed Offering of $550 Million of Convertible Senior Notes Due 2031

 

  •  

Opportunistic capital raise with proceeds used to enhance financial flexibility

 

  •  

A portion of the proceeds to be used to purchase call spreads and to fund concurrent share repurchase intended to offset potential dilution to Ligand’s common stock upon conversion of the notes

JUPITER, Fla., June 22, 2026 (GLOBE NEWSWIRE) — Ligand Pharmaceuticals Incorporated (Nasdaq: LGND) (“Ligand”) announced today its intention to offer $550.0 million aggregate principal amount of convertible senior notes due 2031 (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”), subject to market conditions and other factors. Ligand also expects to grant to the initial purchasers of the notes (the “initial purchasers”) a 13-day option to purchase up to an additional $82.5 million aggregate principal amount of notes.

Key Elements of the Transaction

The notes will be general unsecured, senior obligations of Ligand and will accrue interest payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2027. The notes will mature on September 15, 2031, unless earlier converted, redeemed or repurchased. Upon conversion of the notes, Ligand will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of Ligand’s common stock or a combination of cash and shares of Ligand’s common stock, at Ligand’s election, in respect of the remainder, if any, of Ligand’s conversion obligation in excess of the aggregate principal amount of the notes being converted. The interest rate, initial conversion rate, redemption or repurchase rights and other terms of the notes will be determined at the time of pricing of the offering.

Use of Proceeds

Ligand expects to use a portion of the net proceeds from the offering to pay the cost of the convertible note hedge transactions described below (after such cost is partially offset by the proceeds to Ligand from the sale of the warrants in the warrant transactions described below). In addition, Ligand expects to use up to $75 million of the net proceeds from the offering to repurchase shares of its common stock from certain purchasers of the notes in privately negotiated transactions, as described below. Ligand intends to use the remaining net proceeds from the offering for general corporate purposes including investing in complementary businesses, companies, products and technologies, although Ligand has no present commitments or agreements to do so beyond its previously announced agreement to acquire Xoma Royalty Corporation. If the initial purchasers exercise their option to purchase additional notes, Ligand expects to sell additional warrants to the option counterparties and use a portion of the net proceeds from the sale of the additional notes, together with the proceeds from the sale of the additional warrants, to enter into additional convertible note hedge transactions and the remaining net proceeds for general corporate purposes.

Convertible Note Hedge Transactions

In connection with the pricing of the notes, Ligand expects to enter into convertible note hedge transactions (the “convertible note hedge transactions”) with one or more of the initial purchasers or their respective affiliates and/or other financial institutions (the “option counterparties”). Ligand also expects to enter into warrant transactions (the “warrant transactions”) with the option counterparties, pursuant to which Ligand will issue warrants to purchase common stock (the “warrants”) to such option counterparties. The convertible note hedge transactions are expected generally to reduce the potential dilution to Ligand’s common stock upon any conversion of notes and/or offset any cash payments Ligand is required to make in excess of the principal amount of converted notes, as the case may be. However, the warrant transactions could separately have a dilutive effect on Ligand’s common stock to the extent that the market price per share of common stock exceeds the strike price of the warrants. If the initial purchasers exercise their option to purchase additional notes, Ligand expects to enter into additional convertible note hedge transactions and additional warrant transactions with the option counterparties.

In connection with establishing their initial hedges of the convertible note hedge transactions and the warrant transactions, Ligand expects the option counterparties or their respective affiliates to enter into various derivative transactions with respect to Ligand’s common stock and/or purchase shares of Ligand’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Ligand’s common stock or the notes at that time.

The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Ligand’s common stock and/or purchasing or selling shares of Ligand’s common stock or other securities of Ligand in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so in connection with any conversion, redemption or repurchase of the notes). This activity could also cause or avoid an increase or a decrease in the market price of Ligand’s common stock or the notes, which could affect a holder’s ability to convert its notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares of Ligand’s common stock, if any, and value of the consideration, if any, that a holder will receive upon conversion of its notes.

Share Repurchases

In addition, Ligand expects to use up to $75 million of the net proceeds from the offering to repurchase shares of its common stock from certain purchasers of the notes in privately negotiated transactions effected through one of the initial purchasers or an affiliate thereof concurrently with the pricing of the notes. The price per share of Ligand’s common stock repurchased in such transactions is expected to equal the last reported price per share of Ligand’s common stock as of the date of the pricing of the notes. These repurchases could increase (or reduce the size of any decrease in) the market price of Ligand’s common stock prior to, concurrently with or shortly after the pricing of the notes, and could result in a higher effective conversion price for the notes. Ligand cannot predict the magnitude of such market activity or the overall effect it will have on the market price of the notes and/or the market price of Ligand’s common stock.

The notes and the warrants will only be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The notes, the warrants, the shares of common stock into which the notes are convertible and the shares of common stock issuable upon exercise of the warrants have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release 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.

Forward-Looking Statements

This press release contains “forward-looking” statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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 press release, including statements regarding whether Ligand will offer the notes or the warrants or consummate the offering, the convertible note hedge transactions or the warrant transactions on the expected terms, or at all; the anticipated use of the net proceeds of the offering and the warrant transactions; and the potential effects of entering into the hedge transactions and the warrant transactions are forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important risk factors that are described more fully in Ligand’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, 2025 and other flings that Ligand 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 press release is as of the date hereof, and Ligand undertakes no duty to update or revise this information, whether as a result of new information, new developments or otherwise, except as required by law, are forward-looking statements. These statements are not guarantees of future performance but are based on management’s expectations as of the date of this press release and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements.

About Ligand Pharmaceuticals

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 100 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.

Contacts

Investors:

Melanie Herman

investors@ligand.com

(858) 550-7761

Media:

Kellie Walsh

media@ligand.com

(914) 315-6072

Source: View Original Filing on SEC EDGAR

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