{"url_path":"/sec/lgnd/8-k/2026-06-25/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sale of Equity Securities.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/886163/0001193125-26-282990-index.html","accession_number":"0001193125-26-282990","cik":"0000886163","ticker":"LGND","issuer_name":"LIGAND PHARMACEUTICALS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/886163/0001193125-26-282990-index.html","primary_entity_key":"0000886163","primary_entity_name":"LIGAND PHARMACEUTICALS INC"},"word_count":360,"has_tables":true,"body_markdown":"Item 3.02\n\nUnregistered Sale of Equity Securities.\n\nThe information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.\n\nThe 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. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated June 22, 2026 by and among the Company and the initial purchasers. 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. The Company relied on such exemption from registration based in part on representations made by the Counterparties in the confirmations for the Warrants.\n\nThe Notes, the Warrants, the shares of Common Stock issuable upon conversion of the Notes and upon exercise of the Warrants, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.\n\nTo the extent that any shares of Common Stock are issued upon conversion of the Notes or upon exercise of the Warrants, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes or exercise of the Warrants and any resulting issuance of shares of Common Stock. 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. Initially, a maximum of approximately 4.19 million shares of Common Stock may be issued upon exercise of the Warrants, which is subject to customary anti-dilution adjustment provisions."}