8-K

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): June 29, 2022

LIGAND PHARMACEUTICALS INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-33093	77-0160744
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

5980 Horton Street, Suite 405
Emeryville
CA	94608
(Address of principal executive offices)	(Zip Code)

(858) 550-7500

(Registrant’s Telephone Number, Including Area Code)

3911 Sorrento Valley Boulevard, Suite 110

San Diego, CA 92121

(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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	LGND	The Nasdaq Global Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of June 29, 2022, the Board of Directors of Ligand Pharmaceuticals Incorporated (the “Company”) appointed Jason Haas to the Company’s Board of Directors. The appointment was made based upon the recommendation of the Nominating and Corporate Governance Committee of the Company’s Board of Directors. Mr. Haas was also appointed to be a member of the Audit Committee of the Company’s Board of Directors.

Mr. Haas, 55, has served as the Chief Financial Officer of Syros Pharmaceuticals, Inc. since October 2021. Prior to this role, he served as Co-Head of Americas, Healthcare Investment Banking at Barclays from June 2016 to October 2021. Previously, he served as Head of Americas, Healthcare Investment Banking at Deutsche Bank from 2012 to June 2016. Prior to his role at Deutsche Bank, he was a Managing Director on the Healthcare Investment Banking team at Goldman Sachs & Co. Mr. Haas holds an M.B.A in Finance from Columbia Business School and a B.A. in International Relations and Economics from Colgate University.

In connection with his appointment to the Board, pursuant to the Company’s independent director compensation policy, Mr. Haas has been granted restricted stock units representing 1,750 shares of the Company’s common stock and options to purchase 5,907 shares of the Company’s common stock. The options have an exercise price per share equal to $88.48, the fair market value of the Company’s common stock on the date of grant. The foregoing awards will vest in three equal annual installments on each of the first three anniversaries following the date of grant. Mr. Haas will also receive cash compensation for his service on the Board in accordance with the Company’s independent director compensation policy, as such policy may be amended from time to time.

There are no arrangements or understandings between Mr. Haas and any other person pursuant to which he was selected to serve on the Board of Directors. There are no transactions in which the Company or any of its subsidiaries is a party and in which Mr. Haas has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On June 29, 2022, the Company issued a press release relating to the appointment of Mr. Haas to the Company’s Board of Directors. A copy of this press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2. of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
99.1	Press release dated June 29, 2022.

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: June 29, 2022	By: /s/ Charles S. Berkman Name: Charles S. Berkman Title: Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Ligand Pharmaceuticals Appoints Jason Haas to its Board of Directors

EMERYVILLE (June 29, 2022) – Ligand Pharmaceuticals Incorporated (NASDAQ: LGND) (“Ligand” or “the Company”)announces the appointment of Jason Haas to the Company's Board of Directors. Mr. Haas brings more than 30 years of healthcare investment banking and corporate finance experience to Ligand.

“Jason is a particularly opportune addition as we begin to reformulate the Ligand Board following the upcoming spin-off of OmniAb. As a financial advisor to Ligand for over 10 years on numerous acquisitions and debt financings for Ligand as a senior healthcare investment banker, Jason’s working knowledge of the Ligand business model is deep in experience and sophistication.” said John W. Kozarich, Ph.D., Chairman of Ligand. “We welcome Jason to Ligand’s Board of Directors with delight and look forward to him adding to his already impressive legacy of benchmark transactions to Ligand’s business.”

Mr. Haas is currently the CFO of Syros Pharmaceuticals, a Nasdaq listed biotech company focused on developing oncology therapeutics. Prior to Syros, Mr. Haas spent over 25 years in healthcare investment banking where he executed many strategic transactions and supported companies through equity and debt financings, mergers and acquisitions, divestures, and spin-offs. Mr. Haas served as Co-Head of Americas Healthcare Banking at Barclays, Head of Healthcare Investment Banking, Americas at Deutsche Bank and Managing Director of Healthcare Investment Banking at Goldman Sachs. Mr. Haas holds an M.B.A. in Finance from Columbia Business School and an A.B. in International Relations and Economics from Colgate University.

About Ligand Pharmaceuticals

Ligand is a revenue-generating biopharmaceutical company focused on developing or acquiring technologies that help pharmaceutical companies discover and develop medicines. Our business model creates value for stockholders by providing a diversified portfolio of biotech and pharmaceutical product revenue streams that are supported by an efficient and low corporate cost structure. Our goal is to offer investors an opportunity to participate in the promise of the biotech industry in a profitable, diversified and lower-risk business than a typical biotech company. Our business model is based on doing what we do best: drug discovery, early-stage drug development, product reformulation and partnering. We partner with other pharmaceutical companies to leverage what they do best (late-stage development, regulatory management and commercialization) ultimately to generate our revenue. Ligand’s OmniAb® technology platform is a patent-protected transgenic animal platform used in the discovery of fully human monoclonal and bispecific therapeutic antibodies. The Captisol® platform technology is a patent-protected, chemically modified cyclodextrin with a structure designed to optimize the solubility and stability of drugs. Ligand’s Pelican Expression Technology® is a robust, validated, cost-effective and scalable platform for recombinant protein production that is especially well-suited for complex, large-scale protein production where traditional systems are not. Ligand has established multiple alliances, licenses and other business relationships with the world’s leading pharmaceutical companies including Amgen, Merck, Pfizer, Sanofi, Janssen, Takeda, Gilead Sciences and Baxter International. For more information, please visit www.ligand.com.

Follow Ligand on Twitter @Ligand_LGND.

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Exhibit 99.1

Contacts:

Ligand Pharmaceuticals Incorporated                    LHA Investor Relations

Simon Latimer                                Bruce Voss

investors@ligand.combvoss@lhai.com

(858) 550-7766                                (310) 691-7100

Twitter: @Ligand_LGND

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XML

Cover Page	Jun. 29, 2022
Cover [Abstract]
Entity Central Index Key	0000886163
Amendment Flag	false
Document Type	8-K
Document Period End Date	Jun. 29, 2022
Entity Registrant Name	LIGAND PHARMACEUTICALS INC
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33093
Entity Tax Identification Number	77-0160744
Entity Address, Address Line One	5980 Horton Street, Suite 405
Entity Address, City or Town	Emeryville
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94608
City Area Code	858
Local Phone Number	550-7500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	LGND
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false