Ligand Pharmaceuticals Inc 8-K, filed Apr 7, 2020
Ligand Pharmaceuticals Inc (LGND)
8-K
2020-04-07
For: 2020-04-06
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Added on
April 06, 2026
About this 8-K
Ligand Pharmaceuticals Inc filed this 8-K on April 7, 2020, reporting on events of April 6, 2020.
Items reported
- Item 1.01: Entered into a material agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 6, 2020
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||||||
| incorporation or organization) | Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(858 ) 550-7500
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On April 6, 2020, Ligand Pharmaceuticals Incorporated (the “Company”) entered into amendments (the “Amendments”) with Barclays Bank PLC, Deutsche Bank AG, London Branch, and Goldman Sachs & Co. LLC (together, the “Option Counterparties”) to the convertible note hedge transactions, dated May 17, 2018 and May 18, 2018 (collectively, the “Convertible Note Hedge Transactions”) it initially entered into in connection with the issuance of its 0.75% convertible senior notes due 2023 (the “2023 Notes”). The Company entered into the Amendments following the repurchases of approximately $234.4 million in principal of the 2023 Notes for approximately $203.8 million in cash, including accrued interest of $0.6 million, during the quarter ended March 31, 2020. The Amendments provide that the options under the Convertible Note Hedge Transactions corresponding to such repurchased 2023 Notes will remain outstanding notwithstanding such repurchase.
The foregoing summary of the terms of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments, a copy of which will be filed with the Securities and Exchange Commission by the Company on its Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2020.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIGAND PHARMACEUTICALS INCORPORATED | |||||
| Date: April 7, 2020 | By: /s/ Charles S. Berkman Name: Charles S. Berkman Title: Senior Vice President, General Counsel and Secretary | ||||