Ligand Pharmaceuticals Announces Merger with XOMA Royalty — Files 8-K

What Happened

• Ligand Pharmaceuticals (LGND) filed an 8-K on Sept. 2, 2026 (Item 9.01) providing financial statements and exhibits related to its previously announced merger with XOMA Royalty Corporation. The filing includes audited consolidated financial statements of XOMA Royalty for the fiscal year ended Dec. 31, 2025 and unaudited condensed consolidated financials for the six months ended June 30, 2026. It also includes unaudited pro forma combined consolidated financial statements showing the effect of the merger on the balance sheet and results of operations.

Key Details

• Audited financials: XOMA Royalty audited consolidated statements for fiscal year ended Dec. 31, 2025 (Exhibit 99.1).
• Interim financials: XOMA Royalty unaudited condensed consolidated statements for the six months ended June 30, 2026 (Exhibit 99.2).
• Pro forma: Unaudited pro forma combined consolidated statement of financial position as of June 30, 2026 (treating the merger as if it occurred on June 30, 2026) and pro forma combined statements of operations and comprehensive income for the six months ended June 30, 2026 and the twelve months ended Dec. 31, 2025 (treating the merger as if it occurred on Jan. 1, 2025) (Exhibit 99.3).
• Key legal/exhibit items incorporated by reference: Agreement and Plan of Merger dated April 27, 2026; Amendment No. 1 dated May 16, 2026; Form of Support Agreement (all incorporated by reference). Auditor consent from Deloitte & Touche LLP is included (Exhibit 23.1). Filing signed Sept. 2, 2026 by Andrew Reardon, Chief Legal Officer and Secretary.

Why It Matters

• These documents give investors verified historical financial information for XOMA Royalty and standardized pro forma views of the combined company, which are essential to assess how the merger changes Ligand’s balance sheet and recent operating results. The audited and pro forma statements help shareholders and analysts evaluate the financial impact and integration effects of the acquisition without relying on informal summaries.