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Get filing alertsLigand closes $700M convertible notes offering, deploys $60M for share buyback
Filed June 25, 2026 · Period ending June 25, 2026 · ~1 min read
Key Changes
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Completed $700M zero-coupon convertible notes due 2031, convertible at $334.27/share (27.5% premium to pricing-date close). Net proceeds $678.2M after fees.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Used $60M of proceeds to repurchase 228,859 shares at $262.17 in privately negotiated transactions concurrent with pricing, offsetting potential dilution.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Entered note hedge transactions (strike $334.27) and sold warrants (strike $524.34) covering ~2.09M shares. Hedges reduce conversion dilution; warrants dilutive above $524.34.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Notes convertible into max 2.67M shares; warrants exercisable for ~4.19M shares. Combined potential dilution ~6.86M shares, subject to anti-dilution adjustments.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR → -
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Remaining proceeds earmarked for general corporate purposes including potential M&A, with no commitments beyond previously announced XOMA Royalty acquisition.
Exhibit 99.2 view on EDGAR →
Summary
Ligand closed a $700 million convertible notes offering on June 25, 2026, raising net proceeds of $678.2 million after fees. The zero-coupon notes mature in 2031 and convert at $334.27 per share, a 27.5% premium to the June 22 pricing-date close.
The company immediately deployed $60 million to repurchase 228,859 shares at $262.17 in privately negotiated transactions with note purchasers, demonstrating a commitment to offset dilution. Ligand also spent $72.9 million (net of warrant proceeds) on convertible note hedges covering approximately 2.09 million shares at the $334.27 conversion price, designed to neutralize dilution if noteholders convert.
Simultaneously, the company sold warrants at a $524.34 strike (double the pricing-date stock price) covering the same share count, which could dilute shareholders if the stock rallies above that level. The notes are convertible early only under specific conditions—primarily if the stock exceeds 130% of the conversion price for at least 5 of the first 20 trading days of a fiscal quarter. Combined with the warrants, the offering creates potential dilution of approximately 6.86 million shares, though the hedges and concurrent buyback mitigate near-term impact. The company plans to use remaining proceeds for general corporate purposes including potential acquisitions, with the previously announced XOMA Royalty deal the only committed use. This is a standard convertible financing structure for a growth-stage biopharma, balancing capital raise with dilution management.
Section-by-Section Diff
Event · Exhibit 99.2
Ligand closed $700M convertible notes offering, using proceeds for call spreads, $60M share buyback, and general corporate purposes.
Added in current filing · verify on EDGAR →
The aggregate principal amount of the notes sold in the offering was $700.0 million, which includes the purchase of an additional $75.0 million aggregate principal amount of notes by the initial purchasers pursuant to the full exercise of the initial purchasers’ option to purchase additional notes.
Ligand completed its offering of 0.00% convertible senior notes due 2031, raising $700 million in aggregate principal amount. The initial purchasers fully exercised their option to purchase an additional $75 million, bringing the total to $700 million. Net proceeds after fees were approximately $678.2 million.
Added in current filing · view on EDGAR →
Ligand entered into convertible note hedge transactions (the “convertible note hedge transactions”) with certain of the initial purchasers or their affiliates and certain other financial institutions (the “option counterparties”). Ligand also entered into warrant transactions (the “warrant transactions”) with the option counterparties in connection with the pricing of the notes and the initial purchasers’ exercise of their option to purchase additional notes, pursuant to which Ligand issued 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 Ligand’s common stock exceeds the strike price of the warrants. The strike price of the warrants will initially be $524.34 per share, which represents a premium of 100% over the last reported price per share of Ligand’s common stock as of the date of pricing of the notes, and is subject to certain adjustments under the terms of the warrants.
Ligand entered into convertible note hedge transactions to reduce dilution from note conversions and warrant transactions with a strike price of $524.34 per share (100% premium over the $262.17 pricing-date stock price). The hedges cost approximately $72.9 million net after warrant proceeds. The warrants could dilute shareholders if the stock price exceeds $524.34.
Added in current filing · view on EDGAR →
Ligand expects to use the remaining net proceeds from the offering for general corporate purposes, including investing in complementary businesses, companies, products and technologies, although we have no present commitments or agreements to do so beyond our previously announced acquisition of XOMA Royalty Corporation.
After allocating funds to the note hedges and share buyback, Ligand plans to use the remaining proceeds for general corporate purposes, including potential investments in complementary businesses and technologies. The company notes it has no present commitments beyond the previously announced XOMA Royalty Corporation acquisition.
Event · Exhibit 99.1
Ligand priced $625M convertible notes at 0% interest due 2031, using proceeds for call spreads, share buyback, and general corporate purposes.
Added in current filing · verify on EDGAR →
Ligand Pharmaceuticals Incorporated (Nasdaq: LGND) (“Ligand”) announced today the pricing of $625.0 million aggregate principal amount of 0.00% 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”). Ligand also granted the initial purchasers of the notes (the “initial purchasers”) 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 $75.0 million aggregate principal amount of notes. The sale of the notes is expected to close on June 25, 2026, subject to customary closing conditions.
Ligand priced a $625 million convertible senior notes offering with a 0% interest rate, maturing in 2031. The notes are convertible into common stock at an initial conversion price of approximately $334.27 per share, representing a 27.5% premium to the June 22, 2026 closing price. The initial purchasers have an option to purchase an additional $75 million in notes.
Added in current filing · view on EDGAR →
Ligand estimates that the net proceeds from the offering will be approximately $605.3 million (or approximately $678.2 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting fees and estimated expenses. Ligand intends to use approximately $72.9 million 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 approximately $60 million of the net proceeds from this offering to repurchase 228,859 shares of its common stock from certain purchasers of the notes in privately negotiated transactions, as described below. Ligand expects to use the remaining net proceeds from the offering, together with cash on hand, 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.
Net proceeds are estimated at $605.3 million. Ligand will use approximately $72.9 million for convertible note hedge transactions to offset potential dilution, $60 million to repurchase 228,859 shares at $262.17 per share, and the remainder for general corporate purposes including the previously announced XOMA Royalty Corporation acquisition.
Added in current filing · view on EDGAR →
The conversion rate will initially be 2.9916 shares of Ligand’s common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $334.27 per share of Ligand’s common stock). The initial conversion price of the notes represents a premium of approximately 27.5% over the last reported sale price of Ligand’s common stock on the Nasdaq Global Market on June 22, 2026.
The notes convert at an initial rate of 2.9916 shares per $1,000 principal, equivalent to a conversion price of $334.27 per share. This represents a 27.5% premium to the June 22, 2026 closing stock price. Upon conversion, Ligand will pay cash up to the principal amount and may settle the remainder in cash, stock, or a combination at its election.
Added in current filing · view on EDGAR →
Ligand also entered into warrant transactions (the “warrant transactions”) with the option counterparties, pursuant to which Ligand issued 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 Ligand’s common stock exceeds the strike price of the warrants. The strike price of the warrants will initially be $524.34 per share, which represents a premium of 100% over the last reported sale price of Ligand’s common stock on the Nasdaq Global Market on June 22, 2026, and is subject to certain adjustments under the terms of the warrants.
Ligand entered into warrant transactions with a strike price of $524.34 per share, representing a 100% premium to the June 22, 2026 stock price. The convertible note hedge transactions are designed to reduce dilution from note conversions, but the warrants could be dilutive if the stock price exceeds the $524.34 strike price.
Added in current filing · view on EDGAR →
Ligand may not redeem the notes prior to September 21, 2029. Ligand may redeem for cash all or any portion of the notes (subject to a partial redemption limitation), at its option, on or after September 21, 2029 and prior to the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price of Ligand’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Ligand provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
The notes cannot be redeemed before September 21, 2029. After that date, Ligand may redeem the notes at par plus accrued interest if its stock price reaches at least 130% of the conversion price for at least 20 trading days in any 30-day period. Holders may require Ligand to repurchase notes at par upon a fundamental change.
Event · Item 8.01 — Other Events
Ligand closed $700M convertible notes offering with note hedge and warrant transactions to manage dilution.
Added in current filing · verify on EDGAR →
On June 25, 2026, the Company issued a press release announcing the closing of its offering of $700.0 million aggregate principal amount of Notes, including the exercise in full of the initial purchasers’ option to purchase up to an additional $75.0 million aggregate principal amount of Notes, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.
Ligand closed the $700 million convertible notes offering on June 25, 2026. This represents a significant capital raise that will impact the company's balance sheet and potentially its capital allocation strategy. The filing references convertible note hedge and warrant transactions designed to manage potential dilution to existing shareholders.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Ligand sold convertible notes and warrants in private placements, potentially issuing up to ~6.86M shares upon conversion/exercise.
Added in current filing · verify on EDGAR →
The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a) (2) of the Securities Act, and for resale by the initial purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a) (2) and Rule 144A under the Securities Act.
Ligand sold convertible notes to institutional buyers in a private placement under Securities Act exemptions, avoiding public registration. The notes were sold to initial purchasers who resold them to qualified institutional buyers under Rule 144A.
Added in current filing · verify on EDGAR →
The Company sold the Warrants to the counterparties in reliance on the exemption from registration provided by Section 4(a) (2) of the Securities Act.
Ligand also sold warrants in a separate private placement transaction under Section 4(a)(2) exemption. These warrants are exercisable for common stock.
Added in current filing · verify on EDGAR →
Initially, a maximum of 2,670,010 shares of Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 3.8143 shares of Common Stock per $1,000 principal amount of the Notes, which is subject to customary anti-dilution adjustment provisions.
The convertible notes can be converted into up to 2.67 million shares of common stock at an initial conversion rate of 3.8143 shares per $1,000 principal. This represents potential dilution to existing shareholders, with the actual amount subject to anti-dilution adjustments.
Event · Item 1.01 — Entry into a Material Definitive Agreement
LGND issued $700M convertible notes due 2031, used proceeds for note hedges and $60M share repurchase.
Added in current filing · verify on EDGAR →
On June 25, 2026, Ligand Pharmaceuticals Incorporated (the “Company”) completed its previously announced private offering of $700.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $75.0 million aggregate principal amount of Notes.
The company issued $700 million in zero-coupon convertible senior notes maturing September 15, 2031. The notes are convertible into common stock at an initial conversion rate of 2.9916 shares per $1,000 principal amount (equivalent to a conversion price of approximately $334.27 per share), representing a 27.5% premium to the June 22, 2026 closing price. The notes are general senior unsecured obligations and may be redeemed by the company starting September 21, 2029 if the stock price exceeds 130% of the conversion price for at least 20 of 30 consecutive trading days.
Added in current filing · verify on EDGAR →
The Company’s net proceeds from the offering were approximately $678.2 million, after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by the Company. The Company used approximately $72.9 million of the net proceeds to pay the cost of the convertible note hedge transactions described below (after such cost was partially offset by the proceeds to the Company from the sale of the warrants under the warrant transactions described below). In addition, the Company used approximately $60.0 million of the net proceeds from the offering, together with cash on hand, to repurchase 228,859 shares of Common Stock at a price of $262.17 per share, which is equal to the last reported price per share of Common Stock as of the date of pricing of the Notes, 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.
Net proceeds were approximately $678.2 million after fees. The company allocated approximately $72.9 million (net of warrant proceeds) to purchase convertible note hedges covering approximately 2.09 million shares at a $334.27 strike price, designed to reduce dilution from note conversions. Additionally, the company used approximately $60 million of proceeds plus cash on hand to repurchase 228,859 shares at $262.17 per share in privately negotiated transactions with note purchasers concurrent with pricing.
Added in current filing · verify on EDGAR →
Separately from the Purchased Options, on June 22, 2026, concurrently with the pricing of the Notes, and June 23, 2026, concurrently with the initial purchasers’ exercise of the option to purchase additional Notes, the Company entered into privately negotiated warrant transactions to sell to the Counterparties warrants (the “Warrants”) to acquire, collectively, subject to customary anti-dilution adjustments, up to the same number of shares of Common Stock covered by the Purchased Options at an initial strike price of $524.3400 per share.
The company sold warrants to counterparties covering the same approximately 2.09 million shares as the note hedges, but at a much higher strike price of $524.34 per share. These warrants could result in dilution if the stock price exceeds $524.34, but the proceeds from selling them partially offset the cost of the note hedges. The warrant strike price represents approximately 57% above the hedge strike price and roughly double the June 22, 2026 stock price.
Added in current filing · verify on EDGAR →
The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding June 15, 2031 only under the following circumstances: (1) at any time during the 30 consecutive trading day period beginning on, and including, the 21st trading day of any fiscal quarter commencing after the fiscal quarter ending on September 30, 2026, if the last reported sale price of our common stock, par value $0.001 per share (“Common Stock”), exceeds 130% of the conversion price for each of at least five trading days (whether or not consecutive) during the first 20 consecutive trading days of such fiscal quarter
Noteholders can convert early only under specific conditions, primarily if the stock price exceeds 130% of the conversion price (approximately $434.55) for at least 5 of the first 20 trading days of a fiscal quarter, or if the company calls the notes for redemption. The company may redeem the notes starting September 21, 2029 if the stock trades at or above 130% of conversion price for at least 20 of 30 consecutive trading days, at 100% of principal plus any special interest. Holders have a put right at 100% of principal upon a fundamental change.
Added in current filing · verify on EDGAR →
default by the Company or any of its “significant subsidiaries” (as defined in the Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed with a principal amount in excess of $45,000,000 (or its foreign currency equivalent), in the aggregate of the Company and/or any of the Company’s significant subsidiaries, whether such indebtedness now exists or shall hereafter be created, (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise
The indenture includes a cross-default provision triggered if the company or significant subsidiaries default on other debt exceeding $45 million, resulting in acceleration or payment failure. Other events of default include failure to pay principal or special interest when due, failure to convert notes upon holder request, failure to provide required notices, and bankruptcy or insolvency events. If a non-bankruptcy event of default occurs, holders of 25% of outstanding notes can declare all notes immediately due.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 26, 2026 · How we verify