Preliminary Note
This Amendment No. 3 to Schedule 13D (this Amendment No. 3) amends and supplements the Schedule 13D filed with the
United States Securities and Exchange Commission (the SEC) on May 8, 2015 and as previously amended (the Schedule 13D) by Ligand Pharmaceuticals Incorporated (Ligand or the Reporting Person).
Capitalized terms used but not defined herein shall have the meaning given in the Schedule 13D.
Item 4.
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Purpose of Transaction
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Item 4 is hereby amended and restated by the following:
Ligand and the Issuer were previously parties to a Loan and Security Agreement, dated May 21, 2014 (as amended by the First Amendment to
Loan and Security Agreement, dated April 8, 2015, and the Second Amendment to Loan and Security Agreement, dated January 22, 2016, the Loan and Security Agreement), pursuant to which Ligand loaned $2,500,000 to the Issuer. Such
debt was evidenced by a Senior Convertible Promissory Note (the Convertible Note).
Pursuant to the terms of the Loan and
Security Agreement, upon the consummation of the
Follow-On
Public Offering on April 13, 2016, the Issuer repaid Ligand $1,500,000, which payment was comprised of $300,000 in cash, with the balance of the
$1,500,000 paid in the Issuers equity securities, resulting in the issuance of 960,000 shares of Common Stock to Ligand in the
Follow-On
Public Offering. Such payment was applied, first, to accrued and
unpaid interest on the Convertible Note and, second, to the unpaid principal amount of the Convertible Note. On July 15, 2017, the Issuer repaid Ligand an additional $200,000 in cash. Such payment was applied, first, to accrued and unpaid
interest on the Convertible Note and, second, to the unpaid principal amount of the Convertible Note. On May 23, 2018, the Convertible Note was repurchased in full by the Issuer for $3,876,937 in cash. The Convertible Note and Loan and Security
Agreement are no longer outstanding.
In addition, Ligand holds warrants to purchase up to 1,520,000 shares of Common Stock (the
Warrants). The Warrants have an exercise price of $1.50 per share of Common Stock and are immediately exercisable. The Warrants expire on April 13, 2021.
On September 25, 2018, Ligand sold 262,881 shares of Common Stock at a weighted average price of $19.1503 in open market transactions on
the Nasdaq Capital Market. Such shares of Common Stock were sold in multiple transactions at prices ranging from $19.00 to $19.74, inclusive.
On September 28, 2018, Ligand entered into a Trading Plan (the Trading Plan) pursuant to Rule
10b5-1
under the Securities Exchange Act of 1934, as amended. Pursuant to the Trading Plan, a broker dealer may make periodic sales of Common Stock on behalf of Ligand, in specified amounts at market prices
subject to specified limitations. This description of the Trading Plan does not purport to be complete and is qualified in its entirety by the text of the Trading Plan, the form of which is attached as Exhibit 99.13 to this Schedule 13D
and is incorporated herein by reference.
Ligand acquired the securities described in this Schedule 13D for investment purposes and
intends to review its investments in the Issuer on a continuing basis. Any actions Ligand might undertake will be dependent upon the its review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuers business,
financial condition, operations and prospects; price levels of the Issuers securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future
developments.
Ligand may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a
portion of the securities then held, in the open market or in privately negotiated transactions. In addition, Ligand may engage in discussions with management, the board of directors, and shareholders of the Issuer and other relevant parties or
encourage such persons to consider or explore extraordinary corporate transactions, such as: a merger; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the
Issuers business or corporate structure.
Other than as described above, Ligand does not have any plans or proposals that relate to,
or would result in, any of the matters listed in Items 4(a)(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto
at any time.
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