M&A - LIGAND PHARMACEUTICALS INC

Form Type: SCHEDULE 13D

Filing Date: 2025-07-03

Corporate Action: Merger

Type: Update

Accession Number: 000095017025093838

Filing Summary: On July 1, 2025, Ligand Pharmaceuticals Incorporated completed a merger with LNHC, Inc., a wholly-owned subsidiary acquired through debtor-in-possession financing of Novan, Inc., during its Chapter 11 bankruptcy proceedings. This merger involved the completion of a PIPE Financing where Ligand purchased 18,000 shares of Series A Preferred Stock for $18 million, offset by cancellations of prior bridge notes. The merger created a new entity operating as Pelthos Therapeutics Inc. and included significant changes in stock ownership structures, including a conversion of preferred stocks to common stocks. Ligand's beneficial ownership amounts to about 49.5% of the Common Stock and 59.5% of the Series A Preferred Stock. The document details Ligand's capacity to influence the governance of Pelthos, highlighting the appointment of Ligand’s executives to the Board of Directors. Furthermore, registration rights agreements and lock-up agreements established restrictions on future sales of the newly acquired shares. The merger is expected to further Ligand's strategy of developing royalty-generating assets in the pharmaceutical sector.

Form Type: 8-K

Filing Date: 2025-07-02

Corporate Action: Merger

Type: New

Accession Number: 000088616325000042

Filing Summary: On July 2, 2025, Ligand Pharmaceuticals Incorporated announced the completion of its previously disclosed Agreement and Plan of Merger, whereby its wholly owned subsidiary, LNHC, Inc., merged with CHRO Merger Sub Inc., a subsidiary of Channel Therapeutics Corporation. Following the merger, the combined entity will be named Pelthos Therapeutics Inc., trading under the ticker symbol 'PTHS' on the NYSE American starting July 2, 2025. The announcement included the issuance of a press release detailing the merger and implications for the companies involved.

Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Merger

Type: New

Accession Number: 000088616325000020

Filing Summary: On April 17, 2025, Ligand Pharmaceuticals Incorporated and its wholly owned subsidiaries, Pelthos Therapeutics Inc. and LNHC, Inc., entered into an Agreement and Plan of Merger with Channel Therapeutics Corporation. This merger will see Pelthos combine with a wholly-owned subsidiary of Channel as part of the Transaction. A joint press release detailing the Merger Agreement and the Transaction was issued by Ligand and Channel. This document includes forward-looking statements regarding the merger process, potential risks, and the implications for Ligand's operations and financial condition. Relevant exhibits were filed, including a press release dated the same day.