Ligand and XOMA Royalty amend merger agreement to add HoldCo as party

LIGAND PHARMACEUTICALS INC

Amendment No. 1 dated May 16, 2026, adds XOMA Royalty Holdings Corp as a party to the merger agreement.
HoldCo was formed on May 15, 2026 to facilitate the holding company reorganization under Nevada law.
Changes are technical, including joinder of HoldCo and minor section amendments; deal value/terms unchanged.
The merger was previously announced on April 27, 2026; transaction conditions remain the same.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

LIGAND PHARMACEUTICALS INC amended Amendment No. 1 to the Agreement and Plan of Merger with XOMA Royalty Corporation (effective 2026-05-16).

Action: amendment
Agreement: merger
Counterparty: XOMA Royalty Corporation
Effective: 2026-05-16

Exact text from the filing

On May 16, 2026, XOMA Royalty, Ligand and the Merger Sub entered into Amendment No. 1 to the Agreement and Plan of Merger

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

LIGAND PHARMACEUTICALS INC entered into Agreement and Plan of Merger with XOMA Royalty Corporation (effective 2026-04-27).

Action: entry
Agreement: merger
Counterparty: XOMA Royalty Corporation
Effective: 2026-04-27

Exact text from the filing

As previously disclosed, on April 27, 2026, Ligand Pharmaceuticals Incorporated, a Delaware corporation (“ Ligand ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among Ligand, XOMA Royalty Corporation, a Nevada corporation (“ XOMA Royalty ”), and Flex Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of Ligand (“ Merger Sub ”), pursuant to which, and upon the terms and subject to the conditions thereof, including, without limitation, effecting the Holding Company Reorganization (as defined below), Merger Sub will merge with and into a newly formed Nevada corporation, XOMA Royalty Holdings Corporation (“ HoldCo ”), (the “ Merger ”), with HoldCo surviving the Merger as a wholly owned subsidiary of Ligand.

View on SEC.gov

Browse all material agreements →

LIGAND PHARMACEUTICALS INC filing history →

Source: SEC EDGAR

accession 0001193125-26-228003

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.