LIGAND PHARMACEUTICALS INC 8-K

What Happened

• Ligand Pharmaceuticals Incorporated announced that it entered into an Agreement and Plan of Merger to acquire XOMA Royalty Corporation. The original Merger Agreement was entered into on April 27, 2026.
• On May 16, 2026, Ligand, XOMA Royalty and Ligand’s wholly owned merger subsidiary, Flex Merger Sub, Inc., executed Amendment No. 1 to the Merger Agreement. Amendment No. 1 adds XOMA Royalty Holdings Corporation (“HoldCo”), a newly formed wholly owned subsidiary of XOMA Royalty, as a party. Under the transaction structure, Merger Sub will merge with and into HoldCo, with HoldCo surviving as a wholly owned subsidiary of Ligand after the Merger.
• HoldCo was formed solely to effect a holding company reorganization under Nevada law (NRS 92A). Amendment No. 1 is filed as Exhibit 2.1 to the 8‑K.

Key Details

• Parties: Ligand Pharmaceuticals Incorporated (buyer), XOMA Royalty Corporation (target), Flex Merger Sub, Inc. (Ligand subsidiary / Merger Sub), and XOMA Royalty Holdings Corporation (HoldCo).
• Dates: Merger Agreement signed April 27, 2026; Amendment No. 1 executed May 16, 2026.
• Transaction structure: Merger Sub will merge into newly formed HoldCo; HoldCo will survive as Ligand’s wholly owned subsidiary following the Holding Company Reorganization.
• Next steps: XOMA Royalty will file preliminary and definitive proxy statements with the SEC and will mail a definitive proxy statement to its stockholders; stockholder approval and other closing conditions are required.

Why It Matters

• This 8‑K reports a material merger agreement — a significant corporate transaction that, if completed, will bring XOMA Royalty’s assets and royalty streams under Ligand’s ownership.
• The deal is not closed: it requires SEC filings, a XOMA Royalty stockholder vote and satisfaction of other conditions, so investors should watch for the proxy statement and subsequent announcements.
• The filing includes standard forward‑looking statements and risk disclosures; the timing and completion of the acquisition are subject to the risks listed in the filing.