NASDAQ: LGND LIGAND PHARMACEUTICALS INC 8-K

Ligand completes $739M acquisition of XOMA Royalty, doubling portfolio to 200+ assets

Filed July 14, 2026 · Period ending July 14, 2026 · ~2 min read

Key Changes

high

Ligand closed acquisition of XOMA Royalty for $39/share cash ($739M equity value) plus CVRs tied to 75% of net proceeds from certain pending litigation; deal adds 7 commercial products and 100+ development assets, more than doubling portfolio size.

Item 2.01 verify on EDGAR →
high

Transaction expected to add ~$0.50 to 2026 adjusted EPS and ~$1.50 to 2027 adjusted EPS; portfolio now includes VABYSMO, OJEMDA, MIPLYFFA, and 14 late-stage programs including Takeda's mezagitamab.

Exhibit 99.1 view on EDGAR →
high

Ligand refinanced credit facility with new $125M revolver maturing September 2028; pricing ranges from SOFR+1.75%-2.50% based on leverage ratio, with covenants requiring senior secured leverage ≤2.50x and minimum EBITDA of $100M (rising to $150M from Q2 2027).

Item 1.01 verify on EDGAR →
medium

XOMA Royalty redeemed all Series A (8.625%) and Series B (8.375%) perpetual preferred stock prior to merger close, paying all accrued dividends; common stock delisted from Nasdaq.

Item 2.01 verify on EDGAR →
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CVR structure gives former XOMA shareholders 75% interest in ongoing royalty assets via trust, while Ligand retains 25% direct interest; CVR holders receive portion of net proceeds from certain pending litigation.

Item 2.01 verify on EDGAR →

Summary

Ligand Pharmaceuticals closed its $739 million acquisition of XOMA Royalty Corporation on July 14, 2026, transforming the company into a significantly larger royalty aggregator. The deal adds seven commercial products—including Roche's VABYSMO, Servier's OJEMDA, and Zevra's MIPLYFFA—plus 14 late-stage development programs and over 100 earlier-stage assets, more than doubling Ligand's portfolio to over 200 total royalty positions across commercial, clinical, and preclinical stages. XOMA shareholders received $39 per share in cash plus contingent value rights tied to 75% of the ongoing royalty business and certain litigation proceeds, while Ligand retains a 25% direct interest in the contributed assets.

The transaction is immediately accretive, with management projecting approximately $0.50 per share added to 2026 adjusted earnings and $1.50 per share to 2027. To finance the deal, Ligand refinanced its credit facility with a new $125 million revolver maturing September 2028, carrying leverage-based pricing from SOFR+1.75% to 2.50% and financial covenants requiring senior secured leverage below 2.50x and minimum trailing four-quarter EBITDA of $100 million (rising to $150 million from mid-2027). The combined portfolio positions Ligand with broader diversification across therapeutic areas and development stages, though integration execution and the performance of newly acquired late-stage assets will determine whether the deal delivers on its accretion targets.

Section-by-Section Diff

Event · Item 2.03 — Creation of a Direct Financial Obligation

~48 words

Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).

1 Added

Added Item 2.03 — direct financial obligation (cross-ref) medium

Added in current filing · verify on EDGAR →

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.

Event · Exhibit 99.1

~2,000 words View exhibit on EDGAR ↗

2 Added

Added Portfolio expansion details high

Added in current filing · view on EDGAR →

This acquisition strengthens Ligand’s royalty portfolio by adding seven commercial products, including Roche’s VABYSMO® (faricimab-svoa), Servier’s OJEMDA™ (tovorafenib), and Zevra Therapeutics’ MIPLYFFA® (arimoclomol). Additionally, it includes 14 late-stage development programs, featuring Takeda’s mezagitamab and certain assets from Takeda’s externalized asset portfolio, such as osavampator, volixibat, and OHB-607, along with more than 100 assets in various stages of development. As a result, Ligand’s portfolio has more than doubled in size, now comprising over 200 commercial, clinical, and preclinical stage royalty assets.

The acquisition adds seven commercial products including VABYSMO, OJEMDA, and MIPLYFFA, plus 14 late-stage development programs including Takeda's mezagitamab and other externalized assets. The deal brings more than 100 additional development-stage assets, more than doubling Ligand's portfolio to over 200 total royalty assets across commercial, clinical, and preclinical stages.

Added XOMA Royalty delisting medium

Added in current filing · view on EDGAR →

In connection with the completion of the transaction, XOMA Royalty common stock ceased trading on The Nasdaq Global Market.

XOMA Royalty's common stock has ceased trading on Nasdaq following the completion of the acquisition, as the company is now fully owned by Ligand.

Event · Item 1.01 — Entry into a Material Definitive Agreement

~1,100 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

4 Added

Added XOMA Royalty acquisition completion high

Added in current filing · verify on EDGAR →

On July 14, 2026, Ligand Pharmaceuticals Incorporated, a Delaware corporation (the “Company”), completed its previously announced merger pursuant to the terms of that certain Agreement and Plan of Merger, dated April 27, 2026, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated May 16, 2026 (as amended, the “Merger Agreement”), by and among the Company, XOMA Royalty Corporation, a Nevada corporation (“XOMA Royalty”), Flex Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”), and XOMA Royalty Holdings Corporation, a Nevada corporation (“HoldCo”). Pursuant to the Merger Agreement, XOMA Royalty effected the Holding Company Reorganization (as defined below), and Merger Sub merged with and into HoldCo (the “Merger”), with HoldCo surviving the Merger as a wholly owned subsidiary of the Company (the “Closing”).

Ligand closed its acquisition of XOMA Royalty Corporation on July 14, 2026, through a merger structure where XOMA Royalty became a wholly owned subsidiary. The merger was originally announced in April 2026 and amended in May 2026. This transaction expands Ligand's royalty portfolio and business operations.

Added Credit facility refinancing high

Added in current filing · verify on EDGAR →

In connection with the Closing, the Company, as borrower, entered into that certain Amended and Restated Credit Agreement, dated July 14, 2026 (the “Amended Credit Agreement”), 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), which amends and restates in its entirety that certain Credit Agreement, dated as of October 12, 2023, by and among the Company, as borrower, 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 to date. The Amended Credit Agreement provides for a $125.0 million revolving credit facility with a maturity date of September 12, 2028.

Ligand refinanced its existing credit facility in connection with the XOMA Royalty acquisition, entering into a new $125 million revolving credit facility with Citibank that matures September 12, 2028. The new facility replaces the prior credit agreement from October 2023. This provides liquidity to support the combined company's operations and potential future acquisitions.

Added Credit facility pricing and terms medium

Added in current filing · verify on EDGAR →

The Company’s consolidated total net leverage ratio determines pricing under the Amended Credit Agreement. At the Company’s option, borrowings under the revolving credit facility accrue interest at a rate equal to either Term SOFR Rate or a specified base rate plus an applicable margin. The margins range from 1.75% to 2.50% per annum for Term SOFR Rate loans and 0.75% to 1.50% per annum for base rate loans. The revolving credit facility is subject to a commitment fee payable on the unused revolving credit facility commitments ranging from 0.300% to 0.450%, depending on the Company’s consolidated total net leverage ratio.

The new credit facility has variable pricing based on Ligand's leverage ratio. Interest rates range from Term SOFR plus 1.75% to 2.50% or base rate plus 0.75% to 1.50%, with unused commitment fees of 0.300% to 0.450%. The pricing structure incentivizes lower leverage levels.

Added Financial covenants medium

Added in current filing · verify on EDGAR →

The Amended Credit Agreement contains various restrictive covenants subject to certain exceptions, including limitations on the Company’s ability to incur indebtedness and certain liens, make certain investments, become liable under contingent obligations in certain circumstances, make certain restricted payments, make certain dispositions within guidelines and limits, engage in certain affiliate transactions, alter its fundamental business or make certain fundamental changes, and requirements to maintain financial covenants, including maintaining a consolidated senior secured net leverage ratio of no greater than 2.50 to 1.00 (increasing to, at the election of the Company, 3.00 to 1.00 with respect to the fiscal quarter in which a material permitted acquisition is consummated (other than the Merger) and the immediately subsequent three fiscal quarters thereafter) and maintaining minimum consolidated EBITDA (as defined in the Amended Credit Agreement) for any trailing four-quarter period of not less than (i) from the fiscal quarter ended June 30, 2026 to (and including) the fiscal quarter ending March 31, 2027, $100 million, and (ii) from and after the fiscal quarter ending June 30, 2027, $150 million.

The credit facility imposes financial covenants requiring Ligand to maintain a senior secured net leverage ratio no greater than 2.50 to 1.00 (with temporary relief to 3.00 to 1.00 for future acquisitions) and minimum trailing four-quarter EBITDA of $100 million through March 2027, increasing to $150 million thereafter. The facility also includes standard operational restrictions on debt, liens, investments, and asset sales.