Ligand Pharmaceuticals Inc.

09/16/2025 | Press release | Distributed by Public on 09/16/2025 15:20

Material Agreement, Financial Obligation (Form 8-K)

Item 1.01

Entry into a Material Definitive Agreement.

On September 12, 2025, Ligand Pharmaceuticals Incorporated (the "Company"), as borrower, entered into a Third Amendment to Credit Agreement (the "Third Amendment") with certain of the Company's subsidiaries, as Guarantors (as defined therein), the Lenders (as defined therein) party thereto, and Citibank, N.A., as Administrative Agent (as defined therein), which amends that certain Credit Agreement, dated as of October 12, 2023, by and among the Company, certain of its subsidiaries, as Guarantors (as defined therein), the Lenders (as defined therein) party thereto, and Citibank, N.A., as Administrative Agent, Swingline Lender and L/C Issuer (each as defined therein) (as amended by that certain First Amendment to Credit Agreement, dated as of July 8, 2024, that certain Second Amendment to Credit Agreement, dated as of August 11, 2025 and the Third Amendment, the "Credit Agreement"), to, among other things, extend the maturity date to September 12, 2028 and modify the minimum consolidated EBITDA (as defined in the Credit Agreement) covenant to require the Company to maintain not less than $55 million of consolidated EBITDA (as defined in the Credit Agreement) for the trailing four-quarter period ending September 30, 2025 and each trailing four-quarter period ending thereafter.

References to the terms of the Third Amendment and the Credit Agreement are qualified in their entirety by reference to the full text of the Third Amendment, which is incorporated herein by reference to Exhibit 10.1.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-BalanceSheet Arrangement of a Registrant

The information set forth in Item 1.01 is incorporated herein by reference.

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