---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-228003"
form_type: "8-K"
ticker: "LGND"
cik: "0000886163"
company_name: "LIGAND PHARMACEUTICALS INC"
filed_at: "2026-05-18T13:01:36+00:00"
generated_at: "2026-05-18T13:04:40.644743+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.2
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-26-228003
- form_type: 8-K
- ticker: LGND
- cik: 0000886163
- company_name: LIGAND PHARMACEUTICALS INC
- filed_at: 2026-05-18T13:01:36+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.2
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/886163/000119312526228003/0001193125-26-228003-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/886163/000119312526228003/d86489d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-228003
- JSON: https://secwatch.observer/filing/0001193125-26-228003.json
- Plain text: https://secwatch.observer/filing/0001193125-26-228003.txt

## Key facts
- Material Agreements
  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
  source text: On May 16, 2026, XOMA Royalty, Ligand and the Merger Sub entered into Amendment No. 1 to the Agreement and Plan of Merger
  evidence_url: https://www.sec.gov/Archives/edgar/data/886163/000119312526228003/0001193125-26-228003-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/886163/000119312526228003/0001193125-26-228003-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.