Core Points - Ligand Pharmaceuticals will hold its annual Investor Day on December 9, 2025, in New York City [1] - Presentations will cover the company's strategy, investment activities, royalty portfolio, and long-term financial outlook, featuring guest speaker Scott Plesha from Pelthos Therapeutics [2] - A live webcast of the event will be available on Ligand's Investor Relations website, with a replay accessible afterward [3] Company Overview - Ligand Pharmaceuticals is a biopharmaceutical company focused on supporting the clinical development of high-value medicines through financing and licensing [4] - The company aims to create a diversified portfolio of biotech and pharmaceutical product revenue streams while maintaining a low corporate cost structure [4] - Ligand partners with leading pharmaceutical companies to leverage their expertise in late-stage development, regulatory management, and commercialization [4] - The company operates two royalty-generating technology platforms: Captisol® for drug solubility and stability, and NITRICIL™ for tunable dosing [4] - Ligand has established alliances with major pharmaceutical companies including Amgen, Merck, Pfizer, Jazz, Gilead Sciences, and Baxter International [4]

Core Viewpoint - Ligand Pharmaceuticals has announced a private placement of $400 million in 0.75% convertible senior notes due 2030, with an option for initial purchasers to buy an additional $60 million in notes, expected to close on August 14, 2025 [1][3]. Summary by Sections Offering Details - The notes will be general unsecured, senior obligations of Ligand, accruing interest at 0.75% per annum, payable semiannually starting April 1, 2026, and maturing on October 1, 2030 [2][3]. - Ligand estimates net proceeds from the offering to be approximately $386.9 million, or $445.1 million if the additional notes option is fully exercised [3]. Use of Proceeds - Approximately $39.9 million of the net proceeds will be used for convertible note hedge transactions, and $15 million will be allocated for repurchasing 102,034 shares of common stock at $147.01 per share [3][12]. - Remaining proceeds will be used for general corporate purposes, including potential investments in complementary businesses, although no commitments currently exist [3]. Conversion and Redemption - Holders can convert their notes under certain conditions before July 1, 2030, and thereafter until the second trading day before maturity [4]. - Upon conversion, Ligand will pay cash up to the principal amount and may pay the remainder in cash, shares, or a combination [5]. - The initial conversion rate is set at 5.1338 shares per $1,000 principal amount, equating to a conversion price of approximately $194.79 per share, representing a 32.5% premium over the last reported sale price [5]. Redemption Terms - Ligand may redeem the notes starting October 6, 2028, if the stock price meets certain conditions, at a redemption price equal to 100% of the principal amount plus accrued interest [6]. Fundamental Change and Hedges - In the event of a fundamental change, holders may require Ligand to repurchase their notes at 100% of the principal amount plus accrued interest [7][8]. - Ligand has entered into convertible note hedge transactions to reduce potential dilution upon conversion and has also issued warrants that could have a dilutive effect if the stock price exceeds the strike price of $294.02 per share [9][10]. Company Overview - Ligand Pharmaceuticals focuses on supporting the clinical development of high-value medicines through financing and licensing technologies, aiming to create a diversified portfolio of biotech and pharmaceutical revenue streams [16].

Core Viewpoint - Ligand Pharmaceuticals plans to offer $400 million in convertible senior notes due 2030, with an option for an additional $60 million, to qualified institutional buyers, subject to market conditions [1][2]. Group 1: Offering Details - The notes will be general unsecured, senior obligations of Ligand, accruing interest payable semiannually starting April 1, 2026, and maturing on October 1, 2030 [2]. - Upon conversion, Ligand will pay cash up to the principal amount and may pay or deliver cash, shares, or a combination for any excess obligation [2]. - The interest rate, initial conversion rate, and other terms will be determined at the time of pricing [2]. Group 2: Use of Proceeds - Ligand intends to use part of the net proceeds to cover costs related to convertible note hedge transactions and to repurchase up to $30 million of its common stock [3]. - Remaining proceeds will be allocated for general corporate purposes, including potential investments in complementary businesses, although no commitments currently exist [3]. Group 3: Hedge and Warrant Transactions - Ligand expects to enter into convertible note hedge transactions to reduce potential dilution from the conversion of notes and offset cash payments exceeding the principal amount [4]. - Warrant transactions will involve issuing warrants to purchase common stock, which could have a dilutive effect if the market price exceeds the strike price [4]. - Initial hedging activities may influence the market price of Ligand's common stock and the notes [5][6]. Group 4: Market Impact - The activities of option counterparties in establishing hedges may affect the market price of Ligand's common stock and the notes, potentially impacting conversion and the value of shares received upon conversion [5][6]. - Repurchases of common stock from purchasers of the notes could influence the market price prior to or shortly after the pricing of the notes [7]. Group 5: Regulatory Considerations - The notes and warrants will only be offered to qualified institutional buyers under Rule 144A of the Securities Act, and they have not been registered under the Securities Act [8].