UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

________________________________________________________________________________________


☒			Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, ~~2022~~2023


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period From ______ to ______ .

Commission File Number: 001-33093

LIGAND PHARMACEUTICALS INCORPORATED

(Exact name of registrant as specified in its charter)


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

~~5980 Horton Street,~~3911 Sorrento Valley Boulevard, Suite ~~405~~110
~~Emeryville~~San Diego
CA			~~94608~~92121
(Address of principal executive offices)			(Zip Code)

(858) 550-7500

(Registrant's Telephone Number, Including Area Code)

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


Title of each class:	Trading symbol:	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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”

and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August ~~5, 2022,~~4, 2023, the registrant had ~~16,882,751~~17,355,257 shares of common stock outstanding.

LIGAND PHARMACEUTICALS INCORPORATED

QUARTERLY REPORT

FORM 10-Q

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
	ITEM 1. Condensed Consolidated Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	54
	Condensed Consolidated Statements of Comprehensive Income (Loss)	6
	Condensed Consolidated Statements of Stockholders' Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
	ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	2421
	ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	3227
	ITEM 4. Controls and Procedures	3227
PART II. OTHER INFORMATION
	ITEM 1. Legal Proceedings	3227
	ITEM 1A. Risk Factors	3227
	ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	3527
	ITEM 3. Defaults Upon Senior Securities	3527
	ITEM 4. Mine Safety Disclosures	3527
	ITEM 5. Other Information	3528
	ITEM 6. Exhibits	3830
	SIGNATURE	3830


GLOSSARY OF TERMS AND ABBREVIATIONS
Abbreviation			Definition
~~2021~~2022 Annual Report			Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, filed with the SEC on February 28, ~~2022~~2023
2023 Notes			$750.0 million aggregate principal amount of convertible senior unsecured notes due 2023
~~Ab Initio~~			~~Ab Initio Biotherapeutics, Inc.~~
~~Amgen~~			~~Amgen, Inc.~~
APAC			Avista Public Acquisition Corp. II (prior to its domestication in Delaware and change of name to OmniAb, Inc.)
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
Company			Ligand Pharmaceuticals Incorporated, including subsidiaries
CVR			Contingent value right
~~Crystal~~			~~Crystal Bioscience, Inc.~~
CyDex			CyDex Pharmaceuticals, Inc.
~~EMA~~			~~European Medicines Agency~~
ESPP			Employee Stock Purchase Plan, as amended and restated
FASB			Financial Accounting Standards Board
~~FDA~~			~~Food and Drug Administration~~
GAAP			Generally accepted accounting principles in the United States
~~Gilead~~			~~Gilead Sciences, Inc.~~
~~Icagen~~			~~Icagen, LLC~~
Ligand			Ligand Pharmaceuticals Incorporated, including subsidiaries
Merger Agreement			Agreement and Plan of Merger, dated as of March 23, 2022, among APAC, Ligand, OmniAb and Merger Sub
Merger Sub			Orwell Merger Sub, Inc., a wholly owned subsidiary of APAC
Metabasis			Metabasis Therapeutics, Inc.
NDA			New Drug Application
New OmniAb			OmniAb, Inc. (formerly known as Avista Public Acquisition Corp. II and after it domestication in Delaware)
OmniAb			OmniAb Operations, Inc. (formerly known as OmniAb, Inc. and prior to being spun off by the Company)
OmniAb Business			Ligand's antibody discovery business (prior to being spun off by the Company)
Pfenex			Pfenex Inc.
~~Q2 2021~~			~~The Company's fiscal quarter ended June 30, 2021~~
Q2 2022			The Company's fiscal quarter ended June 30, 2022
Q2 2023			The Company's fiscal quarter ended June 30, 2023
SBC			Share-based compensation expense
SEC			Securities and Exchange Commission
Separation Agreement			Separation and Distribution Agreement, dated as of March 23, 2022, among APAC, Ligand and OmniAb
Travere			Travere Therapeutics, Inc.
Viking			Viking Therapeutics, Inc.
~~xCella~~			~~xCella Biosciences, Inc.~~
YTD			Year-to-date

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

LIGAND PHARMACEUTICALS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except par value)


		June 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	5,280	$	19,522	Cash and cash equivalents	$	28,445	$	45,006
Short-term investments	Short-term investments	142,655		321,586		Short-term investments	190,596		166,864
Accounts receivable, net	Accounts receivable, net	62,308		85,453		Accounts receivable, net	27,994		30,424
Inventory	Inventory	24,773		27,326		Inventory	26,906		13,294
Income taxes receivable	Income taxes receivable	964		6,193		Income taxes receivable	—		4,614
Other current assets	Other current assets	7,804		4,671		Other current assets	2,770		3,399
Total current assets	Total current assets	243,784		464,751		Total current assets	276,711		263,601
Deferred income taxes, net	Deferred income taxes, net	35,654		34,482		Deferred income taxes, net	8,530		8,530
Intangible assets, net	Intangible assets, net	528,364		551,040		Intangible assets, net	325,377		342,455
Goodwill	Goodwill	181,206		181,206		Goodwill	105,673		105,673
Commercial license rights, net	Commercial license rights, net	10,267		10,110		Commercial license rights, net	10,783		10,182
Property and equipment, net	Property and equipment, net	30,954		20,511		Property and equipment, net	11,382		12,482
Operating lease right-of-use assets	Operating lease right-of-use assets	24,711		16,542		Operating lease right-of-use assets	11,392		10,914
Financing lease right-of-use assets	Financing lease right-of-use assets	15,032		16,207		Financing lease right-of-use assets	3,762		4,095
Other assets	Other assets	6,316		2,741		Other assets	4,495		4,736
Total assets	Total assets	$	1,076,288	$	1,297,590	Total assets	$	758,105	$	762,668
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	19,153	$	8,403	Accounts payable	$	9,582	$	5,307
Accrued liabilities	Accrued liabilities	14,551		17,579		Accrued liabilities	7,291		15,681
Income taxes payable	Income taxes payable	3,782		—		Income taxes payable	11,387		—
Current contingent liabilities		2,258		2,588
Deferred revenue		10,584		10,996
Current operating lease liabilities	Current operating lease liabilities	2,501		2,053		Current operating lease liabilities	680		670
Current financing lease liabilities		50		46
2023 convertible senior notes, net	2023 convertible senior notes, net	114,974		—		2023 convertible senior notes, net	—		76,695
Other current liabilities						Other current liabilities	448		457
Total current liabilities	Total current liabilities	167,853		41,665		Total current liabilities	29,388		98,810
2023 convertible senior notes, net		—		320,717
Long-term contingent liabilities	Long-term contingent liabilities	6,961		8,483		Long-term contingent liabilities	3,505		3,456
Deferred income taxes, net	Deferred income taxes, net	42,669		59,095		Deferred income taxes, net	27,665		30,615
Long-term operating lease liabilities	Long-term operating lease liabilities	27,088		15,494		Long-term operating lease liabilities	10,991		10,336
Long-term deferred revenue		7,428		9,270

Other long-term liabilities	Other long-term liabilities	21,924		21,707		Other long-term liabilities	21,664		21,966
Total liabilities	Total liabilities	273,923		476,431		Total liabilities	93,213		165,183
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies
Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Preferred stock, $0.001 par value; 5,000 shares authorized; zero issued and outstanding at June 30, 2022 and December 31, 2021		—		—
Common stock, $0.001 par value; 60,000 shares authorized; 16,882 and 16,767 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		17		17
Preferred stock, $0.001 par value; 5,000 shares authorized; zero issued and outstanding at June 30, 2023 and December 31, 2022						Preferred stock, $0.001 par value; 5,000 shares authorized; zero issued and outstanding at June 30, 2023 and December 31, 2022	—		—
Common stock, $0.001 par value; 60,000 shares authorized; 17,352 and 16,951 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively						Common stock, $0.001 par value; 60,000 shares authorized; 17,352 and 16,951 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	17		17
Additional paid-in capital	Additional paid-in capital	335,471		372,969		Additional paid-in capital	170,741		147,590
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,066)		(917)		Accumulated other comprehensive loss	(967)		(984)
Retained earnings	Retained earnings	467,943		449,090		Retained earnings	495,101		450,862
Total stockholders' equity	Total stockholders' equity	802,365		821,159		Total stockholders' equity	664,892		597,485
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	1,076,288	$	1,297,590	Total liabilities and stockholders' equity	$	758,105	$	762,668

See accompanying notes to unaudited condensed consolidated financial statements.

LIGAND PHARMACEUTICALS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)


		Three months ended				Six months ended					Three months ended				Six months ended
		June 30,				June 30,					June 30,				June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Revenues:	Revenues:									Revenues:
Royalties	Royalties	$	17,959	$	8,616	$	31,654	$	15,728	Royalties	$	20,430	$	17,820	$	37,584	$	31,252
Captisol	Captisol	29,545		62,509		41,667		93,781		Captisol	5,220		29,545		15,842		41,667
Contract revenue	Contract revenue	9,915		13,550		29,791		30,316		Contract revenue	716		2,761		16,919		13,723
Total revenues	Total revenues	57,419		84,675		103,112		139,825		Total revenues	26,366		50,126		70,345		86,642
Operating costs and expenses:	Operating costs and expenses:									Operating costs and expenses:
Cost of Captisol	Cost of Captisol	12,361		30,593		17,060		38,746		Cost of Captisol	1,669		12,361		5,386		17,060
Amortization of intangibles	Amortization of intangibles	11,824		11,779		23,637		23,565		Amortization of intangibles	8,539		8,550		17,078		17,130
Research and development	Research and development	19,118		15,953		39,425		33,832		Research and development	6,854		8,467		13,517		17,646
General and administrative	General and administrative	14,585		14,711		32,765		27,028		General and administrative	11,287		12,086		22,142		24,011
Other operating income		—		(34,100)		—		(33,800)
Total operating costs and expenses	Total operating costs and expenses	57,888		38,936		112,887		89,371		Total operating costs and expenses	28,349		41,464		58,123		75,847
Income (loss) from operations		(469)		45,739		(9,775)		50,454
Operating (loss) income from continuing operations										Operating (loss) income from continuing operations	(1,983)		8,662		12,222		10,795
Other income (expense):	Other income (expense):									Other income (expense):
Gain (loss) from short-term investments	Gain (loss) from short-term investments	(1,909)		(6,864)		(14,786)		6,197		Gain (loss) from short-term investments	3,991		(1,909)		43,524		(14,786)
Interest income	Interest income	298		233		432		529		Interest income	2,320		298		3,755		432
Interest expense	Interest expense	(438)		(4,883)		(1,227)		(10,714)		Interest expense	(284)		(438)		(524)		(1,227)
Other income (expense), net		1,882		(924)		4,580		(7,401)
Total other expense, net		(167)		(12,438)		(11,001)		(11,389)
Income (loss) before income taxes		(636)		33,301		(20,776)		39,065
Income tax benefit (expense)		(259)		(2,576)		4,496		9,766
Net (loss) income		$	(895)	$	30,725	$	(16,280)	$	48,831
Other (loss) income, net										Other (loss) income, net	(873)		2,048		(270)		4,303
Total other income (expense), net										Total other income (expense), net	5,154		(1)		46,485		(11,278)
Income (loss) before income taxes from continuing operations										Income (loss) before income taxes from continuing operations	3,171		8,661		58,707		(483)
Income tax (expense) benefit										Income tax (expense) benefit	(881)		3,938		(12,803)		153
Net income (loss) from continuing operations										Net income (loss) from continuing operations	2,290		12,599		45,904		(330)
Net loss from discontinued operations										Net loss from discontinued operations	—		(13,494)		(1,665)		(15,950)
Net income (loss)										Net income (loss)	$	2,290	$	(895)	$	44,239	$	(16,280)

Basic net (loss) income per share		$	(0.05)	$	1.84	$	(0.97)	$	2.95
Shares used in basic per share calculations		16,868		16,659		16,846		16,548
Basic net income (loss) from continuing operations per share										Basic net income (loss) from continuing operations per share	$	0.13	$	0.75	$	2.67	$	(0.02)
Basic net loss from discontinued operations per share										Basic net loss from discontinued operations per share	$	—	$	(0.80)	$	(0.10)	$	(0.95)
Basic net income (loss) per share										Basic net income (loss) per share	$	0.13	$	(0.05)	$	2.58	$	(0.97)
Shares used in basic per share calculation										Shares used in basic per share calculation	17,276		16,868		17,170		16,846

Diluted net (loss) income per share		$	(0.05)	$	1.79	$	(0.97)	$	2.84
Shares used in diluted per share calculations		16,868		17,172		16,846		17,210
Diluted net income (loss) from continuing operations per share										Diluted net income (loss) from continuing operations per share	$	0.13	$	0.74	$	2.57	$	(0.02)
Diluted net loss from discontinued operations per share										Diluted net loss from discontinued operations per share	$	—	$	(0.79)	(0.09)		$	(0.95)
Diluted net income (loss) per share										Diluted net income (loss) per share	$	0.13	$	(0.05)	2.48		$	(0.97)
Shares used in diluted per share calculation										Shares used in diluted per share calculation	17,730		17,058		17,851		16,846

See accompanying notes to unaudited condensed consolidated financial statements.

LIGAND PHARMACEUTICALS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(in thousands)

Three months ended Six months ended
June 30, June 30,
2022 2021 2022 2021
Net (loss) income $ (895) $ 30,725 $ (16,280) $ 48,831
Unrealized net loss on available-for-sale securities, net of tax (35) (5) (149) (60)
Comprehensive (loss) income $ (930) $ 30,720 $ (16,429) $ 48,771


	Three months ended				Six months ended
	June 30,				June 30,
	2023		2022		2023		2022
Net income (loss)	$	2,290	$	(895)	$	44,239	$	(16,280)
Unrealized net gain (loss) on available-for-sale securities, net of tax	(32)		(35)		17		(149)
Comprehensive income (loss)	$	2,258	$	(930)	$	44,256	$	(16,429)

See accompanying notes to unaudited condensed consolidated financial statements.

LIGAND PHARMACEUTICALS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

(in thousands)

Common Stock Additional paid in capital Accumulated other comprehensive loss Retained earnings Total stockholders' equity
Shares Amount
Balance at December 31, 2021 16,767 $ 17 $ 372,969 $ (917) $ 449,090 $ 821,159
ASU 2020-06 adoption, net of tax (Note 1) — — (51,130) — 35,133 (15,997)
Issuance of common stock under employee stock compensation plans, net of shares withheld for payroll taxes 94 — (5,515) — — (5,515)
Share-based compensation — — 9,044 — — 9,044
Unrealized net loss on available-for-sale securities, net of deferred tax — — — (114) — (114)
Net loss — — — — (15,385) (15,385)
Balance at March 31, 2022 16,861 $ 17 $ 325,368 $ (1,031) $ 468,838 $ 793,192
Issuance of common stock under employee stock compensation plans, net 21 — 604 — — 604
Share-based compensation — — 9,499 — — 9,499
Unrealized net loss on available-for-sale securities, net of deferred tax — — — (35) — (35)
Net loss — — — — (895) (895)
Balance at June 30, 2022 16,882 $ 17 $ 335,471 $ (1,066) $ 467,943 $ 802,365


	Common Stock			Additional paid in capital		Accumulated other comprehensive income (loss)		Retained earnings		Total stockholders' equity
	Shares	Amount
Balance at December 31, 2022	16,951	$	17	$	147,590	$	(984)	$	450,862	$	597,485
Issuance of common stock under employee stock compensation plans, net of shares withheld for payroll taxes	183	—		(762)		—		—		(762)
Share-based compensation	—	—		5,931		—		—		5,931
Unrealized net gain on available-for-sale securities, net of tax	—	—		—		49		—		49
Final distribution of OmniAb	—	—		1,665		—				1,665
Net income	—	—		—		—		41,949		41,949
Balance at March 31, 2023	17,134	$	17	$	154,424	$	(935)	$	492,811	$	646,317
Issuance of common stock under employee stock compensation plans, net of shares withheld for payroll taxes	218	—		9,110		—		—		9,110
Share-based compensation	—	—		7,207		—		—		7,207
Unrealized net loss on available-for-sale securities, net of deferred tax	—	—		—		(32)		—		(32)

Net income	—	—		—		—		2,290		2,290
Balance at June 30, 2023	17,352	$	17	$	170,741	$	(967)	$	495,101	$	664,892

Common Stock Additional paid in capital Accumulated other comprehensive loss Retained earnings Total stockholders' equity
Shares Amount
Balance at January 1, 2021 16,080 $ 16 $ 318,358 $ (801) $ 391,952 $ 709,525
Issuance of common stock under employee stock compensation plans, net of shares withheld for payroll taxes 572 1 20,580 — — 20,581
Share-based compensation — — 8,405 — — 8,405
Unrealized net loss on available-for-sale securities, net of deferred tax — — — (55) — (55)
Warrant and bond hedge unwind transactions — — 396 — — 396
Reacquisition of equity due to 2023 debt extinguishment, net of tax — — (11,118) — — (11,118)
Net income — — — — 18,106 18,106
Balance at March 31, 2021 16,652 $ 17 $ 336,621 $ (856) $ 410,058 $ 745,840
Issuance of common stock under employee stock compensation plans, net 24 — 1,103 — — 1,103
Share-based compensation — — 10,216 — — 10,216
Unrealized net gain on available-for-sale securities, net of deferred tax — — — (5) — (5)
Reacquisition of equity due to 2023 debt extinguishment, net of tax — — (1,362) — — (1,362)
Net income — — — — 30,725 30,725
Balance at June 30, 2021 16,676 $ 17 $ 346,578 $ (861) $ 440,783 $ 786,517


	Common Stock			Additional paid in capital		Accumulated other comprehensive loss		Retained earnings		Total stockholders' equity
	Shares	Amount
Balance at December 31, 2021	16,767	$	17	$	372,969	$	(917)	$	449,090	$	821,159
ASU 2020-06 adoption, net of tax (Note 1)				(51,130)				35,133		(15,997)
Issuance of common stock under employee stock compensation plans, net of shares withheld for payroll taxes	94	—		(5,515)		—		—		(5,515)
Share-based compensation	—	—		9,044		—		—		9,044
Unrealized net loss on available-for-sale securities, net of tax	—	—		—		(114)		—		(114)



Net loss	—	—		—		—		(15,385)		(15,385)
Balance at March 31, 2022	16,861	$	17	$	325,368	$	(1,031)	$	468,838	$	793,192
Issuance of common stock under employee stock compensation plans, net of shares withheld for payroll taxes	21	—		604		—		—		604
Share-based compensation	—	—		9,499		—		—		9,499
Unrealized net loss on available-for-sale securities, net of tax	—	—		—		(35)		—		(35)

Net loss	—	—		—		—		(895)		(895)
Balance at June 30, 2022	16,882	$	17	$	335,471	$	(1,066)	$	467,943	$	802,365

See accompanying notes to unaudited condensed consolidated financial statements.

LIGAND PHARMACEUTICALS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)
Six months ended
June 30,
2022 2021
Cash flows from operating activities:
Net (loss) income $ (16,280) $ 48,831
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Change in estimated fair value of contingent liabilities (1,266) (33,502)
Depreciation and amortization of intangible assets 26,921 25,179
Amortization of premium on investments, net 44 109
Amortization of debt discount and issuance fees 501 9,073
Amortization of commercial license rights (190) 206
Loss (gain) on debt extinguishment (3,326) 7,175
Share-based compensation 18,543 18,621
Deferred income taxes (12,925) (9,766)
Loss (gain) from short-term investments 14,786 (6,197)
Lease amortization expense 3,054 2,113
Other (67) 595
Changes in operating assets and liabilities:
     Accounts receivable, net 23,208 (2,659)
     Inventory 9,740 (2,326)
     Accounts payable and accrued liabilities (4,357) (4,340)
     Income tax receivable and payable 9,011 (2,477)
     Deferred revenue (2,254) (14,605)
     Other assets and liabilities (1,254) (4,899)
                Net cash provided by operating activities 63,889 31,131
Cash flows from investing activities:
Purchase of short-term investments (38,472) (96,136)
Proceeds from sale of short-term investments 177,554 150,648
Proceeds from maturity of short-term investments 24,830 34,600
Cash paid for equity method investment (750) —
Purchase of property and equipment (11,463) (4,794)
Other 33 135
               Net cash provided by investing activities 151,732 84,453
Cash flows from financing activities:
Repurchase of 2023 Notes (223,303) (153,381)
Payments under financing lease obligations (27) (9,188)
Proceeds from convertible bond hedge settlement — 16,855
Payments to convertible bond holders for warrant purchases — (16,459)
Net proceeds from stock option exercises and ESPP 1,011 27,584
Taxes paid related to net share settlement of equity awards (5,922) (5,901)
Payments to CVR Holders (1,416) (1,050)
Payments for OmniAb transaction costs (206) —
               Net cash used in financing activities (229,863) (141,540)
Net decrease in cash, cash equivalents and restricted cash (14,242) (25,956)
Cash, cash equivalents and restricted cash at beginning of period 19,522 47,963
Cash, cash equivalents and restricted cash at end of period $ 5,280 $ 22,007
Supplemental disclosure of cash flow information:
Interest paid $ 1,038 $ 1,737
Taxes paid $ 20 $ 3,552
Restricted cash in other current assets $ — $ 144
Supplemental schedule of non-cash activity:
Accrued fixed asset purchases $ 3,800 $ 359
Accrued inventory purchases $ 9,161 $ 12,695
Unrealized loss on AFS investments $ (149) $ (60)


	Six months ended
	June 30,
	2023		2022
Cash flows from operating activities:
Net (loss) income	$	44,239	$	(16,280)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Change in estimated fair value of contingent liabilities	108		(1,266)
Depreciation and amortization of intangible assets	18,994		26,921
Amortization of premium on investments, net	(659)		44
Amortization of debt discount and issuance fees	159		501
Amortization of commercial license rights	(814)		(190)
Gain on debt extinguishment	—		(3,326)
Share-based compensation	13,138		18,543
Deferred income taxes	(1,246)		(12,925)
(Gain) loss from short-term investments	(43,524)		14,786
Lease amortization expense	897		3,054
Other	153		(67)
Changes in operating assets and liabilities:
Accounts receivable, net	2,476		23,208
Inventory	(10,966)		9,740
Accounts payable and accrued liabilities	(4,960)		(4,357)
Income tax receivable and payable	16,001		9,011


Other assets and liabilities	(130)		(3,508)
Net cash provided by operating activities	33,866		63,889

Cash flows from investing activities:
Purchase of short-term investments	(88,989)		(38,472)
Proceeds from sale of short-term investments	88,832		177,554
Proceeds from maturity of short-term investments	20,666		24,830
Cash paid for equity method investment	—		(750)
Purchase of property and equipment	(2,617)		(11,463)

Proceeds from commercial license rights	213		—
Other	—		33
Net cash provided by investing activities	18,105		151,732

Cash flows from financing activities:
Repayment at maturity/repurchase of 2023 Notes	(76,854)		(223,303)



Net proceeds from stock option exercises and ESPP	12,535		1,011
Taxes paid related to net share settlement of equity awards	(4,187)		(5,922)
Payments to CVR Holders	—		(1,416)
Payments for OmniAb transaction costs	—		(206)
Other	(26)		(27)
Net cash used in financing activities	(68,532)		(229,863)
Net decrease in cash, cash equivalents and restricted cash	(16,561)		(14,242)
Cash, cash equivalents and restricted cash at beginning of period	45,006		19,522
Cash, cash equivalents and restricted cash at end of period	$	28,445	$	5,280


Supplemental disclosure of cash flow information:
Interest paid	$	288	$	1,038
Taxes paid	$	—	$	20


Supplemental schedule of non-cash activity:



Accrued fixed asset purchases	$	532	$	3,800
Accrued inventory purchases	$	2,646	$	9,161

Unrealized gain (loss) on AFS investments, net of tax	$	17	$	(149)

See accompanying notes to unaudited condensed consolidated financial statements.

LIGAND PHARMACEUTICALS INCORPORATED

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Unless the context requires otherwise, references in this report to “Ligand,” “we,” “us,” the “Company,” and “our” refer to Ligand Pharmaceuticals Incorporated and its consolidated subsidiaries.

1. Basis of Presentation and Summary of Significant Accounting Policies

Business

On November 1, 2022, we completed the separation (the “Separation”) of our antibody discovery business and certain related assets and liabilities (the “OmniAb Business”) through a spin-off of OmniAb to Ligand’s shareholders of record as of October 26, 2022 on a pro rata basis (the “Distribution”) and merger (the “Merger”) of OmniAb with a wholly owned subsidiary of a separate public company, OmniAb, Inc. (formerly known as Avista Public Acquisition Corp. II (“New OmniAb”)), in a Reverse Morris Trust transaction pursuant to the Agreement and Plan of Merger, dated as of March 23, 2022 (the “Merger Agreement”), and the Separation and Distribution Agreement, dated as of March 23, 2022 (the “Separation Agreement”) (the Merger Agreement and Separation Agreement, collectively with the other related transaction documents, the “Transaction Agreements”). Pursuant to the Transaction Agreements, Ligand contributed to OmniAb cash and certain assets and liabilities constituting the OmniAb Business, including but not limited to the equity interests of Ab Initio Biotherapeutics, Inc., Crystal Bioscience, Inc., Icagen, LLC, Taurus Biosciences, LLC and xCella Biosciences, Inc.

After the spin-off of our OmniAb antibody discovery business, Ligand is a revenue-generating biopharmaceutical company focused on developing or acquiring technologies that help pharmaceutical companies discover and develop medicines. We operate in one business segment: development and licensing of biopharmaceutical assets.

Basis of Presentation

Our condensed consolidated financial statements include the financial statements of Ligand and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. We have included all adjustments, consisting only of normal recurring adjustments, which we considered necessary for a fair presentation of our financial results. These unaudited condensed consolidated financial statements and accompanying notes should be read together with the audited consolidated financial statements included in our ~~2021~~2022 Annual Report. Interim financial results are not necessarily indicative of the results that may be expected for the full year.

Discontinued Operations

The Company determined that the spin-off of the OmniAb Business in November 2022 met the criteria for classification as a discontinued operation in accordance with ASC Subtopic 205-20, Discontinued Operations (“ASC 205-20”). Accordingly, the accompanying condensed consolidated financial statements have been updated to present the results of all discontinued operations reported as a separate component of loss in the condensed consolidated statements of operations and comprehensive loss (see Note 2, Spin-off of OmniAb). All disclosures have been adjusted to reflect continuing operations.

Significant Accounting Policies

We have described our significant accounting policies in Note 1, Basis of Presentation and Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in our ~~2021~~2022 Annual Report.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Actual results may differ from those estimates.

~~Reclassifications~~

Certain amounts in the prior period condensed consolidated financial statements have been reclassified to conform with the current period presentation. Specifically, “long-term deferred revenue” has been added to the condensed consolidated balance sheet, separated from “other long-term liabilities” in our prior period presentation.

~~Accounting Standards Updates, Recently Adopted~~

~~In August 2020, the FASB issued ASU 2020-06,~~ Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The guidance simplifies the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. Consequently, a convertible debt instrument, such as the Company’s 2023 Notes, will be accounted for as a single liability measured at its amortized cost, if no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments and requires additional disclosures. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

We adopted this guidance effective January 1, 2022 under the modified retrospective approach and the comparative information has not been restated and continues to be presented according to accounting standards in effect for those periods. The cumulative effect of the change was recognized as an adjustment to the opening balance of retained earnings at the date of adoption and our 2023 Notes are no longer bifurcated into separate liability and equity components. The principal amount of the 2023 Notes is classified as a single liability measured at amortized cost in the condensed consolidated balance sheet for the period ended June 30, 2022. Upon adoption of ASU 2020-06 on January 1 2022, we recorded an adjustment to the 2023 Notes liability component, deferred tax liabilities, additional paid-in-capital and retained earnings. This adjustment was calculated based on the carrying amount of the 2023 Notes as if it had always been treated as a single liability measured at amortized cost. Furthermore, we recorded an adjustment to the debt issuance costs contra liability and equity (additional paid-in-capital) components under the same premise, as if debt issuance costs had always been treated as a contra liability only. Under this transition method, the cumulative effect of the accounting change increased the carrying amount of the 2023 Notes by $20.4 million, reduced deferred tax liabilities by $4.4 million, reduced additional paid-in capital by $51.1 million and increased retained earnings by $35.1 million. The net balance of the 2023 Notes at January 1, 2022 was $341.1 million which included an unamortized discount of $2.2 million.

Revenue

Our revenue is generated primarily from royalties on sales of products commercialized by our partners, Captisol material sales, and contract revenue for services, license fees and development, regulatory and sales based milestone payments.

We apply the following five-step model in accordance with ASC 606, Revenue from Contracts with Customers, in order to determine the revenue: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

Royalties

~~Royalties~~

We receive royalty revenue on sales by our partners of products covered by patents that we or our partners own under contractual agreements. We do not have future performance obligations under these license arrangements. We generally satisfy our obligation to grant intellectual property rights on the effective date of the contract. However, we apply the royalty recognition constraint required under the guidance for sales-based royalties which requires a royalty to be recorded no sooner than the underlying sale occurs. Therefore, royalties on sales of products commercialized by our partners are recognized in the quarter the product is sold. Our partners generally report sales information to us on a one quarter lag. Thus, we estimate the expected royalty proceeds based on an analysis of historical experience and interim data provided by our partners including their publicly announced sales. Differences between actual and estimated royalty revenues, which have not been material, are adjusted in the period in which they become known, typically the following quarter.

Captisol Sales

Revenue from Captisol sales is recognized when control of Captisol material is transferred or intellectual property license rights are granted to our customers in an amount that reflects the consideration we expect to receive from our customers in exchange for those products or rights. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. For Captisol material or intellectual property license rights, we consider our performance obligation satisfied once we have transferred control of the product or granted the intellectual property rights, meaning the customer has the ability to use and obtain the benefit of the Captisol material or intellectual property license right. We recognize revenue for satisfied performance obligations only when we determine there are no uncertainties regarding payment terms or transfer of control. Sales tax and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. We have elected to recognize the cost of freight and shipping when control over Captisol material has transferred to the customer as an expense in Cost of Captisol. We expense incremental costs of obtaining a contract when incurred if the expected amortization period of the asset that we would have recognized is one year or less or the amount is immaterial. We did not incur any incremental costs of obtaining a contract during the periods reported.

Contract Revenue

Our contracts with customers often include variable consideration in the form of contingent milestone payments. We include contingent milestone payments in the estimated transaction price when it is probable a significant reversal in the amount of cumulative revenue recognized will not occur. These estimates are based on historical experience, anticipated results and our best judgment at the time. If the contingent milestone payment is based on sales, we apply the royalty recognition constraint and record revenue when the underlying sale has taken place. Significant judgments must be made in determining the transaction price for our sales of intellectual property. Because of the risk that products in development with our partners will not reach development milestones or receive regulatory approval, we generally recognize any contingent payments that would be due to us upon the development milestone or regulatory approval.

Depending on the terms of the arrangement, we may also defer a portion of the consideration received if we have to satisfy a future obligation, which typically occurs with our contracts for R&D services.

~~For~~ In general, for R&D services, which has not been significant, we recognize revenue over time and we measure our progress using an input method. The input methods we use are based on the effort we expend or costs we incur toward the satisfaction of our performance obligation. We estimate the amount of effort we expend, including the time it will take us to complete the activities, or the costs we may incur in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This results in a percentage that we multiply by the transaction price to determine the amount of revenue we recognize each period. This approach requires us to make numerous estimates and use significant judgement. If our estimates or judgements change over the course of the collaboration, they may affect the timing and amount of revenue that we recognize in the current and future periods.

Some customer contracts are sublicenses which require that we make payments to an upstream licensor related to license fees, milestones and royalties which we receive from customers. In such cases, we evaluate the determination of gross revenue as a principal versus net revenue as an agent reporting based on each individual agreement.

Deferred Revenue

Depending on the terms of the arrangement, we may also defer a portion of the consideration received because we have to satisfy a future obligation.

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the consolidated balance sheet. Except for royalty revenue and certain service revenue, we generally receive payment at the point we satisfy our obligation or soon after. Therefore, we do not generally carry any contract asset balance. Any fees billed in advance of being earned are recorded as deferred ~~revenue. During the three months ended June 30, 2022 and 2021, the amount recognized as~~ revenue, that was previously deferred was $4.1 million, and $10.3 million, respectively. During the six months ended June 30, 2022 and 2021, the amount recognized as revenue that was previously deferred was $6.1 million, and $16.1 million, respectively.

which has not been significant.

Disaggregation of Revenue

The following table represents disaggregation of royalties, Captisol and contract revenue (in thousands):

Three months ended Six months ended
June 30, June 30,
2022 2021 2022 2021
Royalties
Kyprolis $ 7,127 $ 5,440 $ 11,749 $ 9,727
Evomela 2,394 2,193 5,095 4,526
Teriparatide injection 5,502 264 8,413 264
Rylaze 2,317 — 3,966 —
Other 619 719 2,431 1,211
$ 17,959 $ 8,616 $ 31,654 $ 15,728
Captisol
Captisol - Core $ 3,325 $ 9,682 $ 9,551 $ 10,935
Captisol - COVID(1)
26,220 52,827 32,116 82,846
$ 29,545 $ 62,509 $ 41,667 $ 93,781
Contract revenue
Service Revenue $ 5,453 $ 7,360 $ 10,599 $ 12,822
License Fees 1,608 1,050 4,694 2,093
Milestone 1,275 3,600 10,364 12,017
Other 1,579 1,540 4,134 3,384
$ 9,915 $ 13,550 $ 29,791 $ 30,316
Total $ 57,419 $ 84,675 $ 103,112 $ 139,825


	Three months ended				Six months ended
	June 30,				June 30,
	2023		2022		2023		2022
Royalties
Kyprolis	$	8,097	$	7,127	$	14,325	$	11,749
Evomela	2,357		2,394		4,907		5,095
Teriparatide injection	3,613		5,502		7,113		8,413
Rylaze	3,028		2,317		5,637		3,966
Other	3,335		480		5,602		2,029
	$	20,430	$	17,820	$	37,584	$	31,252

Captisol
Captisol - Core	$	5,220	$	3,325	$	15,842	$	9,551
Captisol - COVID(1)	—		26,220		—		32,116
	$	5,220	$	29,545	$	15,842	$	41,667

Contract revenue
License Fees	508		558		622		2,639
Milestone	—		—		15,300		5,993
Other	208		2,203		997		5,091
	$	716	$	2,761	$	16,919	$	13,723
Total	$	26,366	$	50,126	$	70,345	$	86,642

(1) Captisol - COVID represents revenue on Captisol supplied for use in formulation with remdesivir, an antiviral treatment for COVID-19.

Short-term Investments

Our short-term investments consist of the following at June 30, ~~2022~~2023 and December 31, ~~2021~~2022 (in thousands):


		Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value
June 30, 2022
June 30, 2023										June 30, 2023	Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value
Bank deposits	Bank deposits	$	2,504	$	—	$	(61)	$	2,443	Bank deposits	$	36,327	$	7	$	(22)	$	36,312
Bond fund										Bond fund	83,695		—		(808)		82,887
Commercial paper										Commercial paper	18,582		1		(8)		18,575
Corporate bonds	Corporate bonds	4,904		—		(121)		4,783		Corporate bonds	6,197		1		(39)		6,159
Corporate equity securities										Corporate equity securities	5,775		—		(3,436)		2,339

Corporate equity securities		5,807		307		(3,703)		2,411
Mutual fund		112,535		—		(1,228)		111,307
Municipal bonds										Municipal bonds	1,016		—		(10)		1,006
US government securities	US government securities	2,246		—		(71)		2,175		US government securities	6,916		1		(17)		6,900
Warrants	Warrants	—		129		—		129		Warrants	—		278		—		278
		$	127,996	$	436	$	(5,184)	$	123,248		$	158,508	$	288	$	(4,340)	$	154,456
Viking common stock	Viking common stock							19,407		Viking common stock							36,140
Total short-term investments	Total short-term investments							$	142,655	Total short-term investments							$	190,596

December 31, 2021
December 31, 2022										December 31, 2022
Bank deposits	Bank deposits	$	63,389	$	13	$	(21)	$	63,381	Bank deposits	$	5,012	$	2	$	(34)	$	4,980
Bond fund										Bond fund	81,815		—		(1050)		80,765
Commercial paper										Commercial paper	7,211		3		—		7,214
Corporate bonds	Corporate bonds	29,308		17		(38)		29,287		Corporate bonds	6,701		13		(58)		6,656

Commercial paper		36,008		2		(12)		35,998
Corporate equity securities	Corporate equity securities	5,807		402		(2,027)		4,182		Corporate equity securities	5,807		262		(4,239)		1,830
Mutual fund		152,136		—		(249)		151,887
US government securities		5,577		—		(23)		5,554
U.S. government securities										U.S. government securities	2,232		—		(70)		2,162
Warrants	Warrants	—		408		—		408		Warrants	—		135		—		135
		$	292,225	$	842	$	(2,370)	$	290,697		$	108,778	$	415	$	(5,451)	$	103,742
Viking common stock	Viking common stock							30,889		Viking common stock							63,122
Total short-term investments	Total short-term investments							$	321,586	Total short-term investments							$	166,864

During the three months ended June 30, 2023, we sold 1.3 million shares of Viking common stock and recognized a realized gain of $16.6 million in total. During the six months ended June 30, 2023, we sold 4.5 million shares of Viking common stock and recognized a realized gain of $37.2 million in total.

Gain (loss) from short-term investments in our condensed consolidated statements of operations includes both realized and unrealized gain (loss) from our short-term investments in public equity and warrant securities.

Allowances are recorded for available-for-sale debt securities with unrealized losses. This limits the amount of credit losses that can be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. The provisions of the credit losses standard did not have a material impact on our available-for-sale debt securities during the three and six months ended June 30, ~~2022.~~

2023.

The following table summarizes our available-for-sale debt securities by contractual maturity (in thousands):


		June 30, 2022					June 30, 2023
		Amortized Cost		Fair Value			Amortized Cost		Fair Value
Within one year	Within one year	$	6,423	$	6,274	Within one year	$	89,245	$	89,187
After one year through five years	After one year through five years	3,230		3,127		After one year through five years	5,846		5,816
Total	Total	$	9,653	$	9,401	Total	$	95,091	$	95,003

Our investment policy is capital preservation and we only invest in U.S.-dollar denominated investments. We held a total of ~~8 positions~~65 investments which were in an unrealized loss position with a total of $0.1 million unrealized losses as of June 30, ~~2022.~~2023. We believe that we will collect the principal and interest due on our debt securities that have an amortized cost in excess of fair value. The unrealized losses are largely due to changes in interest rates and not to unfavorable changes in the credit quality associated with these securities that impacted our assessment on collectability of principal and interest. We do not intend to sell these securities and it is not more-likely-than-not that we will be required to sell these securities before the recovery of the amortized cost basis. Accordingly, no credit losses were recognized for the three and six months ended June 30, ~~2022.~~2023.

Accounts Receivable and Allowance for Credit Losses

Our accounts receivable arise primarily from sales on credit to customers. We establish an allowance for credit losses to present the net amount of accounts receivable expected to be collected. The allowance is determined by using the loss-rate method, which requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include macroeconomic conditions that correlate with historical loss experience, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers. During the three and six months ended June 30, ~~2022,~~2023, we considered the current and expected future economic and market conditions ~~including, but not limited to, the anticipated unfavorable impacts~~and concluded a decrease of ~~the COVID-19 pandemic on our business and recorded an adjustment of $(0.1)~~$0.09 million and ~~$(0.2)~~an increase of $0.05 million of allowance for credit losses, ~~respectively, as of June 30, 2022.~~

respectively.

Inventory

Inventory, which consists of finished goods, is stated at the lower of cost or net realizable value. We determine cost using the ~~first-in, first-out method or the~~ specific identification method.

We analyze our inventory levels periodically and write down inventory to net realizable value if it has become obsolete, has a cost basis in excess of its expected net realizable value or is in excess of expected requirements. There were no write-downs ~~related to obsolete~~recorded against inventory ~~recorded~~ for the three and six months ended June 30, ~~2022~~2023 and ~~2021. As~~2022. In addition to finished goods, as of June 30, 2023 inventory consists of Captisol prepayments of $5.3 million, and as of December 31, 2022 inventory consists of Captisol prepayments of ~~$18.9 million, and as of December 31, 2021 inventory consists of Captisol prepayments of $24.6~~$5.9 million.

Goodwill and Other Identifiable Intangible Assets

Goodwill and other identifiable intangible assets consist of the following (in thousands):


		June 30,		December 31,			June 30,		December 31,
		2022		2021			2023		2022
Indefinite-lived intangible assets	Indefinite-lived intangible assets					Indefinite-lived intangible assets
Goodwill	Goodwill	$	181,206	$	181,206	Goodwill	$	105,673	$	105,673
Definite lived intangible assets	Definite lived intangible assets					Definite lived intangible assets
Complete technology	Complete technology	281,578		280,617		Complete technology	55,211		55,211
Less: accumulated amortization	Less: accumulated amortization	(86,740)		(78,991)		Less: accumulated amortization	(24,339)		(22,560)
Trade name	Trade name	2,642		2,642		Trade name	2,642		2,642
Less: accumulated amortization	Less: accumulated amortization	(1,510)		(1,444)		Less: accumulated amortization	(1,644)		(1,577)
Customer relationships	Customer relationships	40,700		40,700		Customer relationships	29,600		29,600
Less: accumulated amortization	Less: accumulated amortization	(19,602)		(18,267)		Less: accumulated amortization	(18,416)		(17,670)
Contractual relationships	Contractual relationships	362,000		362,000		Contractual relationships	362,000		362,000
Less: accumulated amortization	Less: accumulated amortization	(50,704)		(36,217)		Less: accumulated amortization	(79,677)		(65,191)
Total goodwill and other identifiable intangible assets, net	Total goodwill and other identifiable intangible assets, net	$	709,570	$	732,246	Total goodwill and other identifiable intangible assets, net	$	431,050	$	448,128

Prior to 2022, we only had 1 reporting unit and reportable segment. In connection with the announcement in March 2022 of our intention to separate the OmniAb business pursuant to a distribution to Ligand’s stockholders of Ligand’s shares in OmniAb followed by a merger with APAC, management concluded that we now had two reporting units and reportable segments - the OmniAb business and the Ligand core business. See Note 2, ~~Segment Information~~, for additional information. We performed a fair value analysis utilizing a combination of income approach and market approach to determine the fair value of each segment in order to appropriately allocate the goodwill between the segments as of the announcement date. The following table presents our allocation of goodwill balance by segment (in thousands):


	~~Fair Value~~
~~Goodwill~~
~~Ligand core business~~	$	~~105,673~~
~~OmniAb business~~	~~75,533~~
	$	~~181,206~~

Commercial License Rights

Commercial license rights consist of the following (in thousands):


		June 30, 2022						December 31, 2021							June 30, 2023						December 31, 2022
		Gross		Adjustments(1)		Net		Gross		Adjustments(2)		Net			Gross		Adjustments(1)		Net		Gross		Adjustments(2)		Net
Aziyo and CorMatrix	Aziyo and CorMatrix	$	17,696	$	(9,425)	$	8,271	$	17,696	$	(9,461)	$	8,235	Aziyo and CorMatrix	$	17,696	$	(8,691)	$	9,005	$	17,696	$	(9,538)	$	8,158
Selexis and Dianomi	Selexis and Dianomi	10,602		(8,606)		1,996		10,602		(8,727)		1,875		Selexis and Dianomi	10,602		(8,824)		1,778		10,602		(8,578)		2,024
Total	Total	$	28,298	$	(18,031)	$	10,267	$	28,298	$	(18,188)	$	10,110	Total	$	28,298	$	(17,515)	$	10,783	$	28,298	$	(18,116)	$	10,182

(1) Amounts represent accumulated amortization to principal of ~~$11.5~~$11.0 million and credit loss adjustments of $6.5 million as of June 30, ~~2022.~~2023.

(2) Amounts represent accumulated amortization to principal of ~~$11.7~~$11.6 million and credit loss adjustments of $6.5 million as of December 31, ~~2021.~~2022.

Commercial license rights represent a portfolio of future milestone and royalty payment rights acquired from Selexis, S.A. (Selexis) in April 2013 and April 2015, CorMatrix Cardiovascular, Inc. (CorMatrix) in May 2016, which was later acquired by Aziyo in 2017, and Dianomi Therapeutics, Inc. in January 2019. Commercial license rights acquired are accounted for as financial assets in accordance with ASC 310, Receivables, as further discussed in Note 1, Basis of Presentation and Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in our ~~2021~~2022 Annual Report.

We estimated the credit losses at the individual asset level by considering the performance against the programs, the company operating performance and the macroeconomic forecast. In addition, we have judgmentally applied credit loss risk factors to the future expected payments with consideration given to the timing of the payment. Given the higher inherent credit risk

associated with longer term receivables, we applied a lower risk factor to the earlier years and progressively higher risk factors to the later years. During the three and six months ended June 30, ~~2022,~~2023, we further considered the current and expected future economic and market conditions ~~surrounding the novel coronavirus (COVID-19) pandemic~~ and concluded no further adjustment was needed on the allowance for credit losses as of June 30, ~~2022.~~

2023.

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):
June 30, December 31,
2022 2021
Compensation $ 4,669 $ 6,532
Professional fees 1,828 2,046
Amounts owed to former licensees 2,674 630
Royalties owed to third parties — 149
Return reserve — 2,420
Acquisition related liabilities — 1,000
Subcontractor 1,756 1,759
Supplier 1,995 848
Accrued interest — 291
Other 1,629 1,904
Total accrued liabilities $ 14,551 $ 17,579


	June 30,		December 31,
	2023		2022
Compensation	$	2,343	$	6,201
Subcontractor	1,756		1,756
Professional fees	807		662
Customer deposit	621		621
Supplier	268		634
Royalties owed to third parties	180		12
Amounts owed to former licensees	45		3,989



Other	1,271		1,806
Total accrued liabilities	$	7,291	$	15,681

Share-Based Compensation

Share-based compensation expense for awards to employees and non-employee directors is a non-cash expense and is recognized on a straight-line basis over the vesting period. The following table summarizes share-based compensation expense recorded as components of research and development expenses and general and administrative expenses for the periods indicated (in thousands):


	Three months ended				Six months ended
	June 30,				June 30,
	2023		2022(a)		2023		2022(a)
SBC - Research and development expenses	$	2,016	$	2,447	$	3,723	$	4,643
SBC - General and administrative expenses	5,191		4,554		9,415		9,467
	$	7,207	$	7,001	$	13,138	$	14,110

Three months ended Six months ended
June 30, June 30,
2022 2021 2022 2021
SBC - Research and development expenses $ 4,501 $ 4,556 $ 8,415 $ 8,495
SBC - General and administrative expenses 4,998 5,660 10,128 10,126
$ 9,499 $ 10,216 $ 18,543 $ 18,621

(a) Prior period amounts have been retrospectively adjusted to reflect the effects of the Separation.

The fair-value for options that were awarded to employees and directors was estimated at the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions:


		Three months ended		Six months ended		Three months ended			Six months ended
		June 30,		June 30,		June 30,			June 30,
		2022	2021	2022	2021			2023	2022	2023	2022
Risk-free interest rate	Risk-free interest rate	3.0%	0.9%	3.0%	0.5%		Risk-free interest rate	3.9%	3.0%	4.1%	3.0%
Dividend yield	Dividend yield	—	—	—	—		Dividend yield	—	—	—	—
Expected volatility	Expected volatility	50%	54%	50%	62%		Expected volatility	49.4%	50.0%	52.6%	50.0%
Expected term (years)	Expected term (years)	4.8	5.5	4.8	5.0		Expected term (years)	4.8	4.8	5.3	4.8

A limited amount of performance-based restricted stock units (PSUs) contain a market condition based on our relative total shareholder return ranked on a percentile basis against the NASDAQ Biotechnology Index over a ~~three-year~~three year performance period, with a range of 0% to 200% of the target amount granted to be issued under the award. Share-based compensation cost for these PSUs is measured using the Monte-Carlo simulation valuation model and is not adjusted for the achievement, or lack thereof, of the performance conditions.

Net Income (Loss) Per Share

~~Net (Loss) Income Per Share~~

Basic net income (loss) ~~income~~ per share is calculated by dividing net (loss) income by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed based on the sum of the weighted average number of common shares and potentially dilutive common shares outstanding during the period. Diluted net loss per share is computed based on the sum of the weighted average number of common shares outstanding during the period.

Potentially dilutive common shares consist of shares issuable under the 2023 Notes, stock options and restricted stock. ~~The~~Although we paid off the 2023 Notes in May 2023, it wound have a dilutive impact when the average market price of our common stock exceeds the maximum conversion ~~price.~~price during the three and six months ended June 30, 2023. It iswas our intent and policy to settle conversions through combination settlement, which ~~involves~~involved payment in cash equal to the principal portion and delivery of shares of common stock for the excess of the conversion value over the principal portion. Potentially dilutive common shares from stock options and restricted stock are determined using the average share price for each period under the treasury stock method. In addition, the following amounts are assumed to be used to repurchase shares: proceeds from exercise of stock options and the average amount of unrecognized compensation expense for the awards. See Note 4, ~~Convertible Senior Notes~~Debt and Note 6, Stockholders’ Equity.

In accordance with ASC 260,

Earnings per Share, if a company had a discontinuing operation, the company uses income from continuing operations, adjusted for preferred dividends and similar adjustments, as its control number to determine whether potential common shares are dilutive. The following table presents the calculation of weighted average shares used to calculate basic and diluted earnings per share (in thousands):

Three months ended Six months ended
June 30, June 30,
2022 2021 2022 2021
Weighted average shares outstanding: 16,868 16,659 16,846 16,548
Dilutive potential common shares:
Restricted stock — 69 — 90
Stock options — 444 — 572
Shares used to compute diluted income per share 16,868 17,172 16,846 17,210
Potentially dilutive shares excluded from calculation due to anti-dilutive effect 6,794 5,087 6,400 4,684

For the three months ended June 30, 2022, due to the net loss for the period, all of the 0.2 million weighted average equity awards and 0.9 million of potentially dilutive shares in connection with the adoption of ASU 2020-06 were anti-dilutive. For the six months ended June 30, 2022, due to the net loss for the period, all of the 0.3 million weighted average equity awards and 1.8 million of potentially dilutive shares in connection with the adoption of ASU 2020-06 were anti-dilutive. Under the new standard, we are required to reflect the dilutive effect of the 2023 Notes by application of the if-converted method.


	Three months ended		Six months ended
	June 30,		June 30,
	2023	2022	2023	2022
Weighted average shares outstanding:	17,276	16,868	17,170	16,846
Dilutive potential common shares:
Restricted stock	83	26	85	—
Stock options	371	164	356	—
2023 convertible senior notes	—	—	240	—
Shares used to compute diluted income per share	17,730	17,058	17,851	16,846
Potentially dilutive shares excluded from calculation due to anti-dilutive effect	4,862	6,794		6,400

2. ~~Segment Information~~Spin-off of OmniAb

~~ASC 280,~~ ~~Segment reporting~~, establishes annual and interim reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenue and incur expenses, and for which discrete financial information is regularly evaluated by the chief operating decision maker in deciding how to allocate resources and assess performance.

We are a biopharmaceutical company focused on developing or acquiring technologies that help pharmaceutical companies discover and develop medicines. Our operating segments are identified in the same manner as they are reported internally and used by our chief operating decision maker for the purpose of evaluating performance and allocating resources. Historically, we have disclosed 1 reportable segment. On March 23, 2022, we entered into the Separation Agreement to separate our OmniAb Business and the Merger Agreement, pursuant to which APAC ~~will~~would combine with OmniAb, and acquire ~~the~~Ligand's OmniAb Business, in a Reverse Morris Trust ~~transaction. Immediately prior to~~transaction (collectively, the Merger and pursuant to the Separation Agreement, we will, among other things, transfer the OmniAb Business, including but not limited to the equity interests of Ab Initio Biotherapeutics, Inc., Crystal Bioscience, Inc., Icagen, LLC, Taurus Biosciences, LLC and xCella Biosciences, Inc. to OmniAb (the “Reorganization”“Transactions”) and, in connection therewith, will distribute (the “Distribution”) to Ligand stockholders 100% of the common stock of OmniAb. Immediately following the Distribution, Merger Sub will merge with and into OmniAb (the “Merger”), with OmniAb continuing as the surviving company in the Merger and as a wholly owned subsidiary of APAC.

. In connection with the execution of the Merger Agreement, we ~~have~~ made organizational changes to better align our organizational structure with our strategy and operations, and management ~~has~~ reorganized the reportable segments to better reflect how the business is evaluated by the chief operating decision maker. Beginning in the first quarter of 2022, we ~~operate~~operated the following 2two reportable segments: (1) OmniAb ~~business~~Business and (2) Ligand core business. The OmniAb ~~business~~Business segment iswas focused on enabling the discovery of therapeutic candidates for our partners by pairing antibody repertoires generated from our proprietary transgenic animals with our OmniAb ~~business~~Business platform screening tools. The Ligand core business segment is a biopharmaceutical business focused on developing or acquiring technologies that help pharmaceutical companies deliver and develop medicines.

After the closing date of the Transactions on November 1, 2022, the historical financial results of OmniAb have been reflected in our consolidated financial statements as discontinued operations under GAAP for all periods presented through the date of the Distribution. Pursuant to the Transaction Agreements, Ligand contributed to OmniAb cash and certain specific assets and liabilities constituting the OmniAb Business. Pursuant to the Distribution, Ligand distributed on a pro rata basis to its shareholders as of October 26, 2022 shares of the common stock of OmniAb representing 100% of Ligand’s interest in OmniAb. Immediately following the Distribution, Merger Sub merged with and into OmniAb, with OmniAb continuing as the surviving company in the Merger and as a wholly owned subsidiary of New OmniAb. The entire transaction was completed on November 1, 2022, and following the Merger, New OmniAb is an independent, publicly traded company whose common stock trades on NASDAQ under the symbol “OABI.” After the Distribution, we do not beneficially own any shares of common stock in OmniAb and no longer consolidate OmniAb into our financial results for periods ending after November 1, 2022.

~~Our chief operating decision maker relies on internal management reporting processes~~Discontinued operations

In connection with the Merger, the Company determined its antibody discovery business qualified for discontinued operations accounting treatment in accordance with ASC 205-20. We recognized a $1.7 million tax provision adjustment related to deferred taxes during the six months ended June 30, 2023 that ~~provide~~was attributable to the discontinued operations. There was no revenue or expenses attributable to the discontinued operations during the three months ended June 30, 2023. The following table summarizes revenue and ~~operating income by reportable segment~~expenses of the discontinued operations for ~~making financial decisions~~the three and allocating resources. Segment operating income (loss) represents income (loss) before income taxes, interest income, interest expense, other income (expense), net, unallocated share-based compensation, and unallocated corporate overhead. Our management does not evaluate, manage or measure performance of segments using asset information; accordingly, asset information by segment is not prepared or disclosed.six months ended June 30, 2022 (in thousands):


	Three months ended June 30, 2022		Six months ended June 30, 2022
Revenues:
Royalties	$	139	$	402
Contract revenue	7,154		16,068
Total revenues	7,293		16,470
Operating costs and expenses:
Amortization of intangibles	3,274		6,507
Research and development	10,651		21,779
General and administrative	2,499		8,754
Total operating costs and expenses	16,424		37,040
Loss from operations	(9,131)		(20,570)
Other income (expense):
Other income (expense), net	(166)		277
Total other income (expense), net	(166)		277
Loss before income tax	(9,297)		(20,293)
Income tax (expense) benefit	(4,197)		4,343
Net loss	$	(13,494)	$	(15,950)

The following table ~~provides a reconciliation~~summarizes the significant non-cash items, capital expenditures of ~~revenue~~the discontinued operations, and ~~operating income by reportable segment to~~financing activities that are included in the consolidated ~~results and was derived from each segment’s internal financial information as used~~statements of cash flows for ~~corporate management purposes~~the six months ended June 30, 2022 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
OmniAb business revenue
  Royalties $ 139 $ — $ 402 $ —
  Contract 7,153 5,821 16,068 14,380
Total OmniAb business revenue 7,292 5,821 16,470 14,380
Ligand core business revenue
  Royalties 17,820 8,616 31,252 $ 15,728
  Captisol - Core 3,325 9,682 9,551 10,935
  Captisol - COVID 26,220 52,827 32,116 82,846
  Contract 2,762 7,729 13,723 15,936
Total Ligand core business revenue 50,127 78,854 86,642 125,445
     Total revenue $ 57,419 $ 84,675 $ 103,112 $ 139,825
Segment operating income (loss)
OmniAb business $ (8,998) $ (7,806) $ (15,187) $ (12,410)
Ligand core business 17,039 61,834 27,030 80,280
Total segment operating income 8,041 54,028 11,843 67,870
Unallocated corporate items
Shared-based compensation 5,136 5,748 10,793 10,618
Other corporate expenses 3,374 2,541 10,825 6,798
  Total unallocated corporate items 8,510 8,289 21,618 17,416
Income (loss) from operations $ (469) $ 45,739 $ (9,775) $ 50,454


	Six months ended
	June 30, 2022
Operating activities:
Change in fair value of contingent consideration	$	(277)
Depreciation and amortization	8,132
Stock-based compensation expense	4,433

Investing activities:

Purchase of property, plant and equipment	(7,005)


Financing activities:
Payments to CVR Holders	$	(1,416)

Supplemental cash flow disclosures:
Purchases of property, plant and equipment included in accounts payable and accrued expenses	$	3,601

3. Fair Value Measurements

Assets and Liabilities Measured on a Recurring Basis

The following table presents the hierarchy for our assets and liabilities measured at fair value (in thousands):
June 30, 2022 December 31, 2021
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets:
Short-term investments, excluding Viking(1)
$ 4,586 $ 118,533 $ 129 $ 123,248 $ 9,735 $ 280,553 $ 409 $ 290,697
Investment in Viking common stock 19,407 — — 19,407 30,889 — — 30,889
Total assets $ 23,993 $ 118,533 $ 129 $ 142,655 $ 40,624 $ 280,553 $ 409 $ 321,586
Liabilities:
CyDex contingent liabilities $ — $ — $ 317 $ 317 $ — $ — $ 349 $ 349
Metabasis contingent liabilities(2)
— 2,400 — 2,400 — 3,358 — 3,358
Icagen contingent liabilities(3)
— — 5,542 5,542 — — 7,364 7,364
xCella contingent liabilities(4)
— — 960 960 — — — —
Amounts owed to former licensor 72 — — 72 86 — — 86
Total liabilities $ 72 $ 2,400 $ 6,819 $ 9,291 $ 86 $ 3,358 $ 7,713 $ 11,157


	June 30, 2023								December 31, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Short-term investments, excluding Viking(1)	$	9,239	$	144,939	$	278	$	154,456	$	3,992	$	99,615	$	135	$	103,742
Investment in Viking common stock	36,140		—		—		36,140		63,122		—		—		63,122
Total assets	$	45,379	$	144,939	$	278	$	190,596	$	67,114	$	99,615	$	135	$	166,864
Liabilities:
CyDex contingent liabilities	$	—	$	—	$	85	$	85	$	—	$	—	$	84	$	84
Metabasis contingent liabilities(2)	—		3,487		—		3,487		—		3,429		—		3,429
Amounts owed to former licensor	—		—		—		—		44		—		—		44
Total liabilities	$	—	$	3,487	$	85	$	3,572	$	44	$	3,429	$	84	$	3,557

1.Excluding our investment in Viking, our short-term investments in marketable debt and equity securities are classified as available-for-sale securities based on management's intentions and are at level 2 of the fair value hierarchy, as these investment securities are valued based upon quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Short-term investments in ~~mutual~~bond funds are valued at their net asset value (NAV) on the last day of the period. We have classified marketable securities with original maturities of greater than one year as short-term investments based upon our ability and intent to use any and all of those marketable securities to satisfy the liquidity needs of our current operations. In addition, we have investment in warrants resulting from Seelos Therapeutics Inc. milestone payments that were settled in shares during the first quarter of 2019 and are at level 3 of the fair value hierarchy, based on ~~Black Scholes~~Black-Scholes value estimated by management on the last day of the period.

2.In connection with our acquisition of Metabasis in January 2010, we issued Metabasis stockholders 4four tradable CVRs, 1one CVR from each of 4four respective series of CVR, for each Metabasis share. The CVRs entitle Metabasis stockholders to cash payments as frequently as every six months as cash is received by us from proceeds from the sale or partnering of any of the Metabasis drug development programs, among other triggering events. The liability for the CVRs is determined using quoted prices in a market that is not active for the underlying CVR. The carrying amount of the liability may fluctuate significantly based upon quoted market prices and actual amounts paid under the agreements may be materially different than the carrying amount of the liability. Several of the Metabasis drug development programs have been outlicensed to Viking, including VK2809. VK2809 is a novel selective TR-β agonist with potential in multiple indications, including hypercholesterolemia, dyslipidemia, NASH, and X-ALD. Under the terms of the agreement with Viking, we may be entitled to up to ~~$375~~$375.0 million of development, regulatory and commercial milestones and tiered royalties on potential future sales including a ~~$10~~$10.0 million payment upon initiation of a Phase 3 clinical trial. During the three and six months ended June 30, ~~2022,~~2023, we adjusted the balance of the Metabasis CVR liability ~~$(0.4)~~by increasing $0.7 million and ~~$(1.0)~~$0.1 million to mark to market, respectively.

3.The fair value of Icagen contingent liabilities was determined using a probability weighted income approach. Most of the contingent payments are based on certain revenue milestones as defined in the asset purchase agreement with Icagen. The fair value is subjective and is affected by changes in inputs to the valuation model including management’s estimates regarding the timing and probability of achievement of certain developmental and regulatory milestones. Changes in these estimates may materially affect the fair value. During the six months ended June 30, 2022, we paid $1.5 million contingent liability based on revenue milestones to former Icagen shareholders, respectively. During the three and six months ended June 30, 2022, we adjusted the balance of the Icagen CVR liability $0.2 million and $(0.3) million to mark to market, respectively.

4.The fair value of xCella contingent liabilities is determined when it is probable that the earnout liability will occur and the amount can be reasonably estimated. Management concluded that no earnout liability would be recognized at the acquisition date in September 2020. During the three and six months ended June 30, 2022, management recorded $0.5 million and $1.0 million of earnout liability to be allocated to the cost of the acquired assets due to contingencies being met as part of the acquisition agreement, respectively.

A reconciliation of the level 3 financial instruments as of June 30, ~~2022~~2023 is as follows (in thousands):


Fair value of level 3 financial instruments as of December 31, ~~2021~~2022	$	~~7,713~~84
Payments to CVR holders and other contingent payments	~~(1,545)~~(50)
Fair value adjustments to contingent liabilities	~~(309)~~51
~~Contingent liabilities from xCella asset acquisition~~	~~960~~
Fair value of level 3 financial instruments as of June 30, ~~2022~~2023	$	~~6,819~~85

Assets Measured on a Non-Recurring Basis

We apply fair value techniques on a non-recurring basis associated with valuing potential impairment losses related to our goodwill, indefinite-lived intangible assets and long-lived assets.

We evaluate goodwill and indefinite-lived intangible assets annually for impairment and whenever circumstances occur indicating that goodwill might be impaired. We determine the fair value of our reporting unit based on a combination of inputs, including the market capitalization of Ligand, as well as Level 3 inputs such as discounted cash flows, which are not observable from the market, directly or indirectly. We determine the fair value of our indefinite-lived intangible assets using the income approach based on Level 3 inputs.

In connection with the organizational changes to the Company’s reportable segments, we re-allocated goodwill between the 2 identified reporting units (OmniAb business and Ligand core business). We performed a goodwill impairment analysis immediately before and after the allocation of goodwill and concludedThere was no ~~impairment. At June 30, 2022, there were no indicators of impairment at either of the reporting units.~~

~~At June 30, 2022, there were no indicators of~~ impairment of our goodwill, indefinite-lived ~~intangible~~ assets, or long-lived ~~assets.~~assets recorded during the three and six months ended June 30, 2023 and June 30, 2022.

4. ~~Convertible Senior Notes~~

Debt

0.75% Convertible Senior Notes due 2023

In May 2018, we issued $750.0 million aggregate principal amount of 2023 Notes, bearing cash interest at a rate of 0.75% ~~convertible senior notes.~~per year, payable semi-annually. The net proceeds from the offering, after deducting the initial purchasers' discount and offering expenses, were approximately $733.1 million. The 2023 Notes will be convertible into cash, shares of common stock, or a combination of cash and shares of common stock, at our election, based on an initial conversion rate, subject to adjustment, of 4.0244 shares per $1,000 principal amount of the 2023 Notes which represents an initial conversion price of approximately $248.48 per share. The maximum conversion rate of the 2023 Notes is 5.2317 per $1,000 principal amount of the 2023 Notes which represents a maximum conversion price of approximately $191.14.

~~Holders of the 2023 Notes may convert the notes at any time prior to the close of business on the business day immediately preceding November 15, 2022, under any of the following circumstances:~~

(1) during any fiscal quarter (and only during such fiscal quarter) commencing after September 30, 2018, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding fiscal quarter, the last reported sale price of our common stock on such trading day is greater than 130% of the conversion price on such trading day;

(2) during the 5 business day period immediately following any 10 consecutive trading day period, in which the trading price per $1,000 principal amount of notes was less than 98% of the product of the last reported sale price of our common stock on such trading day and the conversion rate on each such trading day; or

~~(3) upon the occurrence of certain specified corporate events as specified in the indenture governing the notes.~~

~~The notes will have a dilutive effect to the extent the average market price per share of common stock for a given reporting period exceeds the conversion price of $248.48.~~ In connection with the issuance of the 2023 Notes, we incurred $16.9 million of issuance costs, which primarily consisted of underwriting, legal and other professional fees, and is being amortized to interest expense using the effective interest method over the five year expected life of the 2023 ~~Notes, and the~~Notes. The effective interest rate ~~as of~~for the three and six months ended June 30, ~~2022~~2023 is 0.5%. During the three months ended June 30, ~~2022~~2023 we recognized a total of ~~$0.4~~$0.3 million in interest expense which includes $0.2 million in contractual interest expense and ~~$0.2~~$0.1 million in amortized issuance costs. During the six months ended June 30, ~~2022~~2023 we recognized a total of ~~$1.2~~$0.6 million in interest expense which includes ~~$0.7~~$0.4 million in contractual interest expense and ~~$0.5~~$0.2 million in amortized issuance costs.

It is our intent and policy to settle conversions through combination settlement, which essentially involves payment in cash equal to the principal portion and delivery of shares of common stock for the excess of the conversion value over the principal portion.

~~During 2021, we repurchased $152.0 million in principal of~~On May 15, 2023, the 2023 Notes ~~for $156.0~~maturity date, we paid the remaining $76.9 million ~~in cash, including~~principal amount and $0.3 million accrued interest ~~of $0.3 million. After the repurchases, approximately $343.3 million~~ in ~~principal amount of the 2023 Notes were outstanding as of December 31, 2021.~~

During the three months ended June 30, 2022, we repurchased $62.0 million in principal amount of the 2023 Notes for $60.0 million in cash, including accrued interest of $0.01 million. We accounted for the repurchase as a debt extinguishment, which resulted in a gain of $1.8 million reflected in other income (expense), net, in our condensed consolidated statement of operations for the three months ended June 30, 2022, and a $0.3 million reduction in debt discount.

During the six months ended June 30, 2022, we repurchased $227.8 million in principal amount of the 2023 Notes for $223.7 million in cash, including accrued interest of $0.4 million. We accounted for the repurchase as a debt extinguishment, which resulted in a gain of $3.3 million reflected in other income (expense), net, in our condensed consolidated statement of operations for the six months ended June 30, 2022, and a $1.2 million reduction in debt discount.

cash.

Convertible Bond Hedge and Warrant Transactions

In conjunction with the 2023 Notes, in May 2018, we entered into convertible bond hedges and sold warrants covering 3,018,327 shares of our common stock to minimize the impact of potential dilution to our common stock and/or offset the cash payments we ~~are~~were required to make in excess of the principal amount upon conversion of the 2023 Notes. The convertible bond hedges have an exercise price of ~~$248.48~~$206.65 per share and ~~are~~were exercisable when and if the 2023 Notes ~~are~~were converted. We paid $140.3 million for these convertible bond hedges. If upon conversion of the 2023 Notes, the price of our common stock ishad been above the exercise price of the convertible bond hedges, the counterparties ~~will deliver~~would have delivered shares of common stock and/or cash with an aggregate value approximately equal to the difference between the price of common stock at the conversion date and the exercise price, multiplied by the number of shares of common stock related to the convertible bond hedge transaction being exercised. The convertible bond hedges and warrants described below are separate transactions entered into by us and are not part of the terms of the 2023 Notes. Holders of the 2023 Notes and warrants ~~will~~did not have any rights with respect to the convertible bond hedges.

Concurrently with the convertible bond hedge transactions, we entered into warrant transactions whereby we sold warrants covering approximately 3,018,327 shares of common stock with an exercise price of approximately $315.38 per share, subject to certain adjustments. We received $90.0 million for these warrants. The warrants have various expiration dates ranging from August 15, 2023 to February 6, 2024. The warrants will have a dilutive effect to the extent the market price per share of common stock exceeds the applicable exercise price of the warrants, as measured under the terms of the warrant transactions.

The common stock issuable upon exercise of the warrants will be in unregistered shares, and we do not have the obligation and do not intend to file any registration statement with the SEC registering the issuance of the shares under the warrants.

In January 2021, in connection with the repurchases of approximately $20.3 million in principal of the 2023 Notes for approximately $19.1 million in cash, including accrued interest of $0.1 million, during the quarter ended December 31, 2020, we entered into amendments with Barclays Bank PLC, Deutsche Bank AG, London Branch, and Goldman Sachs & Co. LLC to

the convertible note hedges transactions we initially entered into in connection with the issuance of the 2023 Notes. The amendments provide that the options under the convertible note hedges corresponding to such repurchased 2023 Notes will remain outstanding notwithstanding such repurchase.

During the year ended December 31, 2021, in connection with the repurchases of $152.0 million in principal of the 2023 Notes for $156.0 million in cash, including accrued interest of $0.3 million, we entered into Warrant Early Unwind Agreements and Bond Hedge Unwind Agreements with Barclays Bank PLC, Deutsche Bank AG, and Goldman Sachs & Co. LLC to unwind a portion of the convertible note hedges transactions we initially entered into in connection with the issuance of the 2023 Notes. We paid $18.4 million as part of the Warrant Early Unwind Agreements reducing the number of shares covered by the warrants from 3,018,327 to 2,559,254. ~~We received $18.9~~

In August 2022, in connection with the repurchases of $227.8 million ~~as part~~in principal of the Bond Hedge Early Unwind Agreements reducing the number of options under the convertible bond hedges to 598,021. These unwind transactions resulted in a $0.5 million net increase in additional paid-in-capital in our condensed consolidated balance sheet as of December 31, 2021.

~~The following table summarizes information about~~ the 2023 Notes ~~(in thousands):~~
June 30, 2022
December 31, 2021(1)
Principal amount of the 2023 Notes outstanding $ 115,499 $ 343,301
Unamortized discount (including unamortized debt issuance cost) (525) (22,584)
Total long-term portion of notes payable $ 114,974 $ 320,717
Fair value of the 2023 Notes outstanding (Level 2) $ 110,590 $ 341,801

~~(1) - Balances as~~for $223.7 million in cash, including accrued interest of ~~December 31, 2021 reported before~~$0.4 million made during the ~~adoption~~six months ended June 30, 2022, we entered into Bond Hedge Unwind Agreements with Barclays Bank PLC, Deutsche Bank AG, and Goldman Sachs & Co. LLC to unwind a portion of ~~ASU 2020-06.~~the convertible note hedges transactions we initially entered into in connection with the issuance of the 2023 Notes.

5. Income Tax

Our effective tax rate may vary from the U.S. federal statutory tax rate due to the change in the mix of earnings in various state jurisdictions with different statutory rates, benefits related to tax credits, and the tax impact of non-deductible expenses, stock award activities and other permanent differences between income before income taxes and taxable income. The effective tax rate for continuing operations for the three and six months ended June 30, 2023 and 2022 was 27.8% and ~~2021 was (40.7)~~(45.5)% ~~and 7.7%~~, and ~~21.6%~~21.8% and ~~(25.0)%~~31.7%, respectively. The variance from the U.S. federal statutory tax rate of 21% for the three and six months ended June 30, ~~2022~~2023 was primarily due ~~primarily~~ to ~~the tax deductions~~Internal Revenue Code Section 162(m) limitation on deduction for officer compensation, non-deductible incentive stock option (ISO) related tostock compensation expense, which were partially offset by foreign derived intangible income tax ~~credit as well as the research and development tax credits, which were partially offset by Section 162(m) limitation and non-deductible ISO related stock compensation expense~~benefit during the period. The variance from the U.S. federal tax rate of 21% for the three and six months ended June 30, ~~2021~~2022 was ~~significantly impacted by tax benefits related to (1) a $34.1 million Pfenex CVR adjustment recorded during Q2 2021~~primarily due to the ~~lower probability of achieving~~tax deductions related to foreign derived intangible income tax benefit as well as the ~~specific~~research and development ~~and regulatory milestone~~tax credits, which were partially offset by December 31, 2021 as defined by the Pfenex CVR, and (2) net excess tax benefits from share-based compensation resulting from increased stock option exercise activity, stock award vesting and appreciation of our stock priceSection 162(m) limitation during the period.

6. Stockholders’ Equity

We grant options and awards to employees and non-employee directors pursuant to a stockholder approved stock incentive plan, which is described in further detail in Note 9, Stockholders’ Equity, of the Notes to Consolidated Financial Statements in our ~~2021~~2022 Annual Report.

The following is a summary of our stock option and restricted stock activity and related information:
Stock Options Restricted Stock Awards
Shares Weighted-Average Exercise Price Shares Weighted-Average Grant Date Fair Value
Balance as of December 31, 2021 2,199,598 $ 106.00 264,143 $ 138.21
Granted 734,218 $ 91.58 186,526 $ 87.32
Options exercised/RSUs vested (25,798) $ 20.53 (133,173) $ 120.66
Forfeited (30,417) $ 67.60 (1,378) $ 137.16
Balance as of June 30, 2022 2,877,601 $ 103.50 316,118 $ 115.58


	Stock Options			Restricted Stock Awards
	Shares	Weighted-Average Exercise Price		Shares	Weighted-Average Grant Date Fair Value
Balance as of December 31, 2022	2,991,473	$	61.31	348,453	$	75.60
Granted	447,487	$	74.45	201,467	$	83.67
Options exercised/RSUs vested	(297,166)	$	42.37	(164,772)	$	75.27
Forfeited	(78,943)	$	63.37	(12,635)	$	59.84
Balance as of June 30, 2023	3,062,851	$	65.02	372,513	$	80.64

As of June 30, ~~2022,~~2023, outstanding options to purchase ~~1.6~~1.8 million shares were exercisable with a weighted average exercise price per share of ~~$102.10.~~

$63.57.

Employee Stock Purchase Plan

The price at which common stock is purchased under the Amended Employee Stock Purchase Plan, or ESPP, is equal to 85% of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. As of June 30, ~~2022, 38,007~~2023, 32,363 shares were available for future purchases under the ESPP.

At-the Market Equity Offering Program

On September 30, 2022, we filed a registration statement on Form S-3 (the “Shelf Registration Statement”), which became automatically effective upon filing, covering the offering of common stock, preferred stock, debt securities, warrants and units.

On September 30, 2022, we also entered into an At-The-Market Equity Offering Sales Agreement (the “Sales Agreement”) with Stifel, Nicolaus & Company, Incorporated (the “Agent”), under which we may, from time to time, sell shares of our

~~Share Repurchases~~

~~On September 11, 2019, our Board of Directors approved a~~common stock ~~repurchase program authorizing, but not obligating, the repurchase~~having an aggregate offering price of up to ~~$500.0~~$100.0 million in “at the market” offerings through the Agent (the “ATM Offering”). The Shelf Registration Statement included a prospectus covering the offering, issuance and sale of up to $100.0 million of our common stock from time to time ~~over~~through the ~~next three years.~~ATM Offering. The shares to be sold under the Sales Agreement may be issued and sold pursuant to the Shelf Registration Statement. To date, we have not issued any shares of common stock in the ATM Offering.

Share Repurchases

Our Board of Directors has approved a stock repurchase program authorizing, but not requiring, the repurchase of up to $50.0 million of our common stock from time to time through April 2026. We expect to acquire shares, if at all, primarily through open-market transactions ~~and may enter into~~in accordance with all applicable requirements of Rule ~~10b5-1 trading plans, to facilitate open-market repurchases.~~10b-18 under the Securities Exchange Act of 1934, as amended. The timing and amount of repurchase transactions will be determined by management based on our evaluation of market conditions, share price, legal requirements and other factors. ~~We did not have any share repurchases during the three and six months ended June 30, 2022.~~ Authorization to repurchase ~~$248.8~~$50.0 million of our common stock remained available as of June 30, ~~2022.~~

2023.

7. Commitment and ~~Contingencies:~~ Contingencies

Legal Proceedings

We record an estimate of a loss when the loss is considered probable and estimable. Where a liability is probable and there is a range of estimated loss and no amount in the range is more likely than any other number in the range, we record the minimum estimated liability related to the claim in accordance with ASC 450, Contingencies. As additional information becomes available, we assess the potential liability related to our pending litigation and revises our estimates. Revisions in our estimates of potential liability could materially impact our results of operations.

On October 31, 2019, we received 3three civil complaints filed in the U.S. District Court for the Northern District of Ohio on behalf of several Indian tribes. The Northern District of Ohio is the Court that the Judicial Panel on Multi-District Litigation (“JPML”) has assigned more than one thousand civil cases which have been designated as a Multi-District Litigation (“MDL”) and captioned In Re: National Prescription Opiate Litigation. The allegations in these complaints focus on the activities of defendants other than the Company and no individualized factual allegations have been advanced against us in any of the 3 complaints. We reject all claims raised in the complaints and intend to vigorously defend these matters.

CyDex and Baxter Healthcare Corp. (“Baxter”) are parties to a license agreement relating to Ligand’s Captisol technology and, more specifically, relating to Captisol-enabled Nexterone (amiodarone HCl premixed injection). Baxter contends that it has overpaid royalties for several years, and seeks both refunds of those overpayment and that its royalty payments end as of May 4, 2022, the expiration date of one of the patents licensed under the agreement. CyDex contends that Baxter has not paid the royalties due to CyDex under the terms of the license agreement. On April 6, 2021, Baxter initiated an arbitration with the

American Arbitration Association pursuant to the arbitration provision of the license agreement. On April 21, 2021, CyDex filed an Answering Statement and Counterdemand. On December 2, 2021, Baxter filed an Amended Notice of Arbitration Demand also seeking a declaration limiting the “royalty term” of the license agreement to “the later of i) the expiration of the licensed patent; or ii) when there are no longer any CyDex patents listed in the Orange Book for Nexterone.” Baxter has subsequently clarified this position, and asserts that royalties ceased being due when CyDex’s U.S. Patent No. 6,869,939 expired on May 4, 2022. On December 16, 2021, CyDex filed an Answer to Baxter’s Amended Demand. The parties conducted a three-day arbitration hearing between May 24 and May 26, 2022, and subsequently submitted two sets of post-hearing briefs. The arbitrator’s decision is expected before the end of 2022.

From time to time, we may also become subject to other legal proceedings or claims arising in the ordinary course of our business. We currently believe that none of the claims or actions pending against us is likely to have, individually or in ~~the~~ aggregate, a material adverse effect on our business, financial condition or results of operations. Given the unpredictability inherent in litigation, however, we cannot predict the outcome of these matters.

Operating Leases

During the six months ended June 30, 2023, we entered into an amendment to the lease agreement for our headquarters office located in San Diego, California, which resulted in a $1.1 million increase in both operating lease assets and operating lease liabilities at lease commencement.

8. ~~Leases~~Subsequent Events

Novan

~~We lease certain office facilities~~On July 17, 2023, we entered into an agreement with Novan, Inc. (“Novan”) to acquire its assets for $15.0 million in cash (which agreement contemplated Novan filing for bankruptcy relief) (the “Stalking Horse Agreement”) and ~~equipment primarily under various operating leases. Our leases have remaining contractual terms~~provide them up to ~~ten years, some~~$15.0 million in debtor-in-possession financing inclusive of ~~which include options~~a $3.0 million bridge loan funded on the same day. On July 17, 2023, Novan announced that it had filed for Chapter 11 reorganization and its entry into the Stalking Horse Agreement. The Stalking Horse Agreement is subject to ~~extend~~approval by the leases for up to five years. Our lease agreements do not contain any material residual value guarantees, material restrictive covenants, or material termination options. Our operating lease costs are primarily related to facility leases for administration offices and research and development facilities,bankruptcy court. If the Stalking Horse Agreement is approved, and our ~~finance leases are immaterial.~~

~~Lease~~bid is the successful bid in the anticipated bankruptcy sale and auction process, we will acquire the Novan assets and ~~lease liabilities are recognized at~~will seek to out license or sell the ~~commencement~~existing development programs and commercial business assets of an arrangement where it is determined at inception that a lease exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate generally applicable to the location of the lease asset, unless the implicit rate is readily determinable. Lease assets also include any upfront lease payments made and adjusted for lease incentives and other items as prescribed by ASC Topic 842, ~~Leases. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised.~~

In addition to base rent, certain of our operating leases require variable payments, such as insurance and common area maintenance. These variable lease costs, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term.

~~The depreciable life of lease assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.~~

~~Operating and Finance Lease Assets and Liabilities (in thousands):~~

Assets June 30, 2022 December 31, 2021
Operating lease assets $ 24,711 $ 16,542
Finance lease assets 15,032 16,207
Total lease assets $ 39,743 $ 32,749
Liabilities
Current operating lease liabilities $ 2,501 $ 2,053
Current finance lease liabilities 50 46
2,551 2,099
Long-term operating lease liabilities 27,088 15,494
Long-term finance lease liabilities 27 58
Total lease liabilities $ 29,666 $ 17,651

~~Maturity of Operating and Finance Lease Liabilities as of June 30, 2022 (in thousands):~~

Maturity Dates Operating Leases
Remaining six months ending December 31, 2022 $ 2,459
2023 4,634
2024 3,873
2025 3,811
2026 4,024
2027 4,128
Thereafter 14,760
Total lease payments 37,689
Less estimated tenant improvement allowance: (1,358)
Less imputed interest (6,742)
Present value of lease liabilities $ 29,589
Novan.

2320

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Caution: This discussion and analysis may contain predictions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed in Part II, Item 1A. Risk Factors. This outlook represents our current judgment on the future direction of our business. These statements include those related to our future results of operations and financial position, Captisol-related revenues and ~~manufacturing capacity, our~~ Kyprolis and other product royalty revenues ~~the impact of COVID-19, product returns,~~and milestones under license agreements, product development, and product regulatory filings and approvals, and the ~~potential separation of the OmniAb Business.~~timing thereof. Actual events or results may differ materially from our expectations. For example, there can be no assurance that our revenues or expenses will meet any expectations or follow any trend(s), that we will be able to retain our key employees or that we will be able to enter into any strategic partnerships or other transactions. We cannot assure you that we will receive expected Kyprolis, Captisol and other product revenues to support our ongoing business or that our internal or partnered pipeline products will progress in their development, gain marketing approval or achieve success in the market. In addition, ongoing or future arbitration, litigation or disputes with third parties may have a material adverse effect on us. Such risks and uncertainties, and others, could cause actual results to differ materially from any future performance suggested. We undertake no obligation to make any revisions to these forward-looking statements to reflect events or circumstances arising after the date of this quarterly report. This caution is made under the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended ~~or the~~(the Exchange ~~Act.~~

Act).

We use our trademarks, trade names and services marks in this report as well as trademarks, trade names and service marks that are the property of other organizations. Solely for convenience, trademarks and trade names referred to in this report appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trade marks and trade names.

References to “Ligand Pharmaceuticals Incorporated,” “Ligand,” the “Company,” “we” or “our” include Ligand Pharmaceuticals Incorporated and our wholly-owned subsidiaries.

Overview

~~We are a biopharmaceutical company~~Our business is focused on ~~developing~~acquiring or ~~acquiring~~funding programs and technologies that ~~help pharmaceutical~~life science companies use to discover and develop medicines. ~~We employ research technologies such as antibody discovery technologies, ion channel discovery technology,~~ ~~Pseudomonas fluorescens~~ protein expression technology, formulation science and liver targeted pro-drug technologies to assist companies in their work toward securing prescription drug and biologic approvals. We currently have partnerships and license agreements with over 140 pharmaceutical and biotechnology companies. Over 400 programs are in various stages of commercialization, development or research and are fully funded by our collaboration partners and licensees. We have contributed novel research and technologies for approved medicines that treat cancer, osteoporosis, fungal infections and postpartum depression, among others. Our collaboration partners and licensees have programs currently in clinical development targeting cancer, seizure, diabetes, cardiovascular disease, muscle wasting, liver disease, and kidney disease, among others. We have over 1,600 issued patents worldwide.

We have assembled our large portfolio of fully-funded programs either by licensing our own proprietary drug development programs, licensing our platform technologies such as Captisol or OmniAb to partners for use with their proprietary programs, or acquiring existing partnered programs from other companies. Fully-funded programs are those for which our partners pay all of the development and commercialization costs. For our internal programs, we generally plan to advance drug candidates through early-stage drug development or clinical proof-of-concept and then seek partners to continue development and potential commercialization.

Our business model ~~creates value for stockholders by providing~~provides 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 and diversified ~~and lower-risk business than a typical biotech company.~~ manner.

Our business model is ~~based~~focused on ~~doing what we do best: drug discovery, early-stage~~funding mid to late-stage drug development ~~product reformulation~~in return for economic rights and ~~partnering.~~out licensing our technology platforms to help partners discover and develop medicines. We partner with other pharmaceutical companies to leverage what they do best (late-stage development, regulatory management and commercialization) ultimately to ~~ultimately~~ generate our revenue. Our Captisol platform technology is a chemically modified cyclodextrin with a structure designed to optimize the solubility and stability of drugs. Our Pelican Expression Technology is a 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. We ~~believe that focusing on discovery~~have established multiple alliances, licenses and ~~early-stage drug development while benefiting from our partners’ development~~other business relationships with the world’s leading pharmaceutical companies including Amgen, Merck, Pfizer, Jazz, Gilead Sciences and ~~commercialization expertise will reduce our internal expenses and allow us to have a larger number of drug candidates progress to later stages of drug development.~~

Baxter International.

Our revenue consists of three primary elements: royalties from commercialized products, ~~sale~~sales of Captisol material, and contract revenue from license, milestone and other service payments. ~~In addition to discovering and developing our own proprietary drugs, we~~We selectively pursue acquisitions and drug development funding opportunities that address high unmet clinical needs to bring in new assets, pipelines, and technologies to aid in generating additional potential new revenue streams.

~~Update on the~~ OmniAb Separation ~~Process~~and Spin-Off

~~In November 2021, we announced plans to explore multiple paths for OmniAb to become a standalone public company.~~ On March 23, 2022, we entered into the Merger Agreement, by and among our company, APAC (which later became New OmniAb), OmniAb and Merger Sub, pursuant to which ~~APAC will combine~~New OmniAb combined with OmniAb, ~~and acquire the OmniAb Business,~~our then-antibody discovery business, in a Reverse Morris Trust transaction. ~~Immediately prior to the Merger and pursuant~~Pursuant to the Separation Agreement, we ~~will, among other things, transfer~~transferred the OmniAb Business, including ~~but not limited~~certain of our related subsidiaries, to ~~the equity interests of Ab Initio Biotherapeutics, Inc., Crystal Bioscience, Inc., Icagen, LLC, Taurus Biosciences, LLC and xCella Biosciences, Inc. to~~ OmniAb ~~(the “Reorganization”)~~ and, in connection therewith, ~~will distribute~~distributed (the ~~“Distribution”)~~Distribution) to Ligand stockholders 100% of the common stock of OmniAb. Immediately following the Distribution on November 1, 2022, in accordance with and subject to the terms and conditions of the Merger Agreement, Merger Sub ~~will merge~~merged with and into OmniAb (the ~~“Merger”)~~Merger), with OmniAb continuing as the surviving company in the Merger and as a ~~wholly owned~~wholly-owned subsidiary of ~~APAC.~~

~~Upon~~New OmniAb. After the ~~closing~~Distribution, we do not beneficially own any shares of the transaction, Avista Capital Partners (“Avista”), APAC’s sponsor has agreed to invest up to $115 million in the combined company, and Ligand will contribute $15 million (less certain transaction and other expenses). The combined company will have an initial pre-money equity valuation of $850 million. Ligand intends to distribute 100% of its equitycommon stock in OmniAb ~~to Ligand shareholders immediately prior to the business combination with APAC. The transaction is expected to be tax-free to Ligand~~ and ~~its shareholders~~no longer consolidate OmniAb into our financial results for ~~U.S. federal income tax purposes. The transaction is expected to close~~periods ending after October 31, 2022. As a result, OmniAb's historical financial results are reflected in ~~the fourth quarter of 2022.~~

In April 2022, OmniAb filed with the SEC a registration statement on Form 10 (the “Form 10”) registering shares of OmniAb common stock and APAC filed with the SEC a registration statement on Form S-4 (the “Form S-4”) registering shares of APAC common stock, warrants and certain equity awards. The Form S-4 filed by APAC includes a proxy statement/prospectus in connection with the APAC shareholder vote required for the proposed transaction. The Form 10 filed by OmniAb includes portions of the Form S-4 filed by APAC which will serveour consolidated financial statements as an information statement/prospectus in connection with the spin-off of OmniAb. Ligand’s shareholders and other interested persons are advised to read the preliminary and definitive registration statements, and documents incorporated by reference therein, as these materials contain important information about APAC, OmniAb and the proposed business combination. The proxy statement/prospectus contained in the Form S-4 will be mailed to APAC shareholders as of a record date to be established for voting on the proposed business combination. In June 2022, OmniAb filed with the SEC a request to withdraw the Form 10 because APAC was in the process of responding to comments made by the staff of the Division of Corporation Finance (the “Staff”) with respect to the Form S-4. In the absence of this withdrawal request, pursuant to Section 12(g)(1) of the Securities Exchange Act of 1934, as amended, the Form 10 would have automatically become effective on June 27, 2022. Subsequently, the Staff issued additional comments on APAC’s Form S-4, and APAC filed amendments to the Form S-4 on June 13, 2022 and July 26, 2022 in response to the Staff’s comments. OmniAb intends to file a replacement registration statement on Form 10 with the SEC in connection with a future pre-effective amendment to the Form S-4 by APAC.

The registration statements, proxy statement/prospectus/information statement and other documents are also available at www.sec.gov, or by request to Avista Public Acquisition Corp. II, 65 East 55th Street, 18th Floor, New York, NY 10022.

~~Portfolio Program Updates~~

~~OmniAb~~® ~~Platform and Partner Updates~~

As of June 30, 2022, over 60 partners have access to OmniAb-derived antibodies and more than 270 programs are being actively pursued or commercialized by our partners. As of June 30, 2022, the platform has generated 25 clinical- or commercial- stage OmniAb-derived antibodies. As of the date of the filing of this Quarterly Report on Form 10-Q, there are two approved drugs in China that were derived from our OmniAb platform, and one under review by both the FDA and the EMA with action expected in the coming weeks. In addition, a partner very recently entered the clinic with the first antibody drug conjugate (ADC) that was discovered using our platform.

CStone and Pfizer announced China’s NMPA approval of sugemalimab in patients with unresectable stage III non-small cell lung cancer (NSCLC) whose disease has not progressed following concurrent or sequential platinum-based chemoradiotherapy. Sugemalimab, an OmniAb derived monoclonal antibody, became the first anti-PD-1/PD-L1 monoclonal antibody approved for stage III NSCLC following concurrent or sequential chemoradiotherapy. It's also the only anti-PD-L1discontinued operations.

2521

~~monoclonal antibody~~Business Updates

On July 14, 2023 we made a $3 million bridge loan to Novan, Inc. (Nasdaq: NOVN) in contemplation of Novan filing for bankruptcy relief. On July 17th Novan filed for bankruptcy relief and Ligand entered into an agreement with Novan to purchase its assets for $15 million in cash and provide them up to $15 million in debtor-in-possession financing, inclusive of the $3 million bridge loan. The purchase is subject to approval by the bankruptcy court. Novan’s assets include Berdazimer gel, which is in development for molluscum contagiosum infection, and has an NDA with the FDA and an assigned PDUFA goal date of January 5, 2024. If the purchase agreement is approved, ~~for both stage III~~ and ~~stage IV NSCLC. In May, CStone~~our bid is successful in the anticipated bankruptcy sale and auction process, we will acquire the Novan assets and consistent with our business model, will seek to outlicense or sell the existing development programs and commercial business assets of Novan.

On July 17, 2023, Travere Therapeutics (Nasdaq: TVTX) announced that 417 new patient start forms (PSFs) were received in the second quarter and a total of 563 PSFs have been received since the accelerated approval of FILSPARI was obtained in the first quarter of 2023. Travere also announced the ~~pre-planned, final progression-free survival (PFS) analysis results from~~sale of its bile acid product portfolio to Mirum Pharmaceuticals for $210 million upfront and up to $235 million in additional sales based milestones. The sale enables Travere to further focus its efforts on the ~~registrational GEMSTONE-301 study~~ongoing launch of ~~sugemalimab as consolidation therapy~~FILSPARI for IgA nephropathy and pursing a potential regulatory path forward in FSGS.

Viking Therapeutics, Inc. (Nasdaq: VKTX) announced its Phase 2b clinical trial of VK2809 in patients with ~~unresectable stage III NSCLC. The data showed that sugemalimab maintained a~~biopsy-confirmed non-alcoholic steatohepatitis (NASH) achieved its primary endpoint, with patients receiving VK2809 experiencing statistically significant reductions in liver fat content from baseline to Week 12 as compared with placebo. The median relative change from baseline in liver fat as assessed by magnetic resonance imaging, proton density fat fraction (MRI-PDFF) ranged from 38% to 55% for patients receiving VK2809. Additionally, VK2809-treated patients demonstrated statistically significant reductions in low-density lipoprotein cholesterol (LDL-C), triglycerides, and ~~clinically meaningful improvement~~atherogenic lipoproteins compared with placebo.

Merck (NYSE: MRK) announced its Phase 3 clinical trial of V116, an investigational 21-valent pneumococcal conjugate vaccine, met key immunogenicity and safety endpoints in ~~PFS. Furthermore, on August 7, 2022, EQRx, which holds~~two Phase 3 trials. If approved, V116 would be the ~~development and commercialization rights~~first pneumococcal conjugate vaccine specifically designed for adults. Results from the STRIDE-3 trial demonstrated statistically significant immune responses compared to ~~sugemalimab outside Greater China,~~PCV20 (pneumococcal 20-valent conjugate vaccine) in vaccine-naïve adults for serotypes common to both vaccines. Positive immune responses were also observed for serotypes unique to V116. Additionally, results from STRIDE-6 demonstrated that V116 was immunogenic for all 21 pneumococcal serotypes in the vaccine among adults who previously received a pneumococcal vaccine at least one year prior to the study. In both studies, V116 had a safety profile comparable to the comparator in the studies.

Jazz Pharmaceuticals plc (Nasdaq: JAZZ) announced that the updated, PFS analysis of the Phase 3 GEMSTONE-301 trial showed that sugemalimab continued to demonstrate improvement in PFS compared with placebo. This updated final data was presented in a late-breaking oral presentation at the International Association for the Study of Lung Cancer 2022 World Conference on Lung Cancer, taking place between August 6-9, 2022.

~~Janssen announced the~~European Medicines Agency's (EMA) Committee for Medicinal Products for Human Use of(CHMP) adopted a positive opinion recommending the European ~~Medicines Agency has recommended conditional~~Commission marketing authorization ~~for TECVAYLI® (teclistamab)~~of JZP458 (approved as monotherapy for adult patients with relapsed and refractory multiple myeloma who have received at least three prior therapies. Teclistamab is an OmniAb-derived T-cell redirecting bispecific antibody. It targets both B-cell maturation antigen (BCMA), a marker found on multiple myeloma cells, and CD3, on T-cells. Teclistamab is currently under review by the FDA for potential approvalRylaze in the U.S.

Immunovant announced recruitment of patients has begun in the pivotal Phase 3 clinical trial of OmniAb-derived batoclimab in myasthenia gravis. Immunovant also announced that it has achieved alignment with the U.S. FDA on plans to initiate two placebo-controlled Phase 3 trials to evaluate batoclimab in thyroid eye disease in the second half of 2022.

~~Merck KGaA announced the initiation~~) for use as a component of a ~~Phase 2 trial for M6223, an OmniAb-derived monoclonal antibody targeting TIGIT, in urothelial cancer. The study will evaluate BAVENCIO~~® (avelumab), a human anti-programmed death ligand-1 (PD-L1) antibody, as monotherapy versus the combination with M6223 or other molecules in the first-line maintenance setting in patients with advanced urothelial carcinoma whose disease did not progress with first-line platinum-containing chemotherapy.

~~In Q2 2022, OmniAb entered into new platform licensing agreements with LifeArc, BioSynapse, Kaigene, and Recerise.~~

~~Ligand Core Business Portfolio Updates~~

~~Travere announced that the FDA accepted and granted priority review of its NDA under Subpart H for accelerated approval of sparsentan~~multi-agent chemotherapeutic regimen for the treatment of IgA nephropathy. The FDA assigned a Prescription Drug User Fee Act (PDUFA) target action date of November 17, 2022. Travere provided a regulatory update prior to their second quarter earnings call where they announced plans to submit a Conditional Marketing Authorization application with its partner Vifor Pharma for the treatment of IgA nephropathy in Europe with a review decision expected in the second half of 2023. Travere now plans to pursue traditional approval of sparsentan for focal segmental glomerulosclerosis (FSGS) in 2023 pending completion of the Phase 3 DUPLEX study.

~~Merck announced the FDA approval of VAXNEUVANCE~~™ for infants and children 6 weeks through 17 years of age. Subsequently, the CDC’s ACIP voted unanimously to provisionally recommend use of VAXNEUVANCE as an option for pneumococcal vaccination in infants and children. VAXNEUVANCE is a 15-valent pneumococcal vaccine utilizing Ligand’s CRM197 vaccine carrier protein produced using the Pelican Expression Technology platform. Additionally, Merck announced positive results from a Phase 1/2 study evaluating V116, their investigational 21-valent pneumococcal conjugate vaccine utilizing Ligand’s CRM197 vaccine carrier protein. Merck started a broad Phase 3 program for V116 in July 2022.

~~Jazz Pharmaceuticals presented positive data from a Phase 2/3 trial evaluating the intramuscular (IM) administration of Rylaze~~® ~~in adult and pediatric patients with~~ acute lymphoblastic leukemia (ALL) and lymphoblastic lymphoma (LBL) in adult and pediatric patients (1 month and older) who ~~have~~ developed hypersensitivity or silent inactivation to an E. coli-derived ~~asparaginase at~~asparaginase.

Verona Pharma Plc (Nasdaq: VRNA) submitted an NDA to the ~~2022 ASCO Annual Meeting. The results confirmed~~FDA for approval of ensifentrine for the maintenance treatment of patients ~~achieved clinically meaningful nadir serum asparaginase activity throughout the course of Rylaze treatment~~ with ~~an IM regimen administered on Monday/Wednesday/Friday.~~

~~Novan announced positive~~chronic obstructive pulmonary disease (COPD). Verona also published results from its Phase 3 ENHANCE trials in the ~~B-SIMPLE4~~American Journal of Respiratory and Critical Care Medicine demonstrating improvements in lung function, symptoms and quality of life measures, a substantial reduction in the rate and risk of COPD exacerbations and a favorable safety profile.

Palvella Therapeutics announced a planned pivotal Phase 3 study design of ~~SB206~~QTORIN rapamycin for the treatment of Microcystic Lymphatic Malformations, following previously announced positive Phase 2 results. Additionally, Palvella announced QTORIN rapamycin did not show a treatment effect when compared to placebo in the pivotal Phase 3 trial in Pachyonychia Congenita and will no longer continue development in that indication.

Gilead Sciences, Inc. (Nasdaq: GILD) received FDA approval of Veklury (remdesivir) for COVID-19 treatment in patients with ~~molluscum contagiosum. At~~severe renal impairment, including those on dialysis. With this approval, Veklury is now the ~~end~~first and only approved antiviral COVID-19 treatment that can be used across all stages of ~~12 weeks, 32.4%~~renal disease. The U.S. approval follows the European Commission decision to extend the approved use of ~~patients~~Veklury to treat COVID-19 in ~~the SB206 group achieved complete clearance~~people with severe renal impairment, including those on dialysis.

Xintong Pharmaceuticals made an NDA submission of ~~lesions, as compared with 19.7% of patients~~pradefovir for hepatitis B virus (HBV) in ~~the vehicle group.~~China and received Priority Review.

~~Sermonix Pharmaceuticals presented updated data at the 2022 ASCO Annual Meeting~~Aldeyra Therapeutics, Inc. (Nasdaq: ALDX) announced positive top-line results from ~~the ELAINE-2 open-label,~~its Phase 23 clinical trial of ~~lasofoxifene~~reproxalap in ~~combination~~patients with ~~abemaciclib in women with locally advanced or metastatic ER+/HER2 breast cancer~~allergic conjunctivitis. The clinical trial successfully achieved statistical significance for the primary and ~~an ESR1 mutation after progression on prior therapies. The combination produced encouraging results, with a median PFS of 13.9 months, along with acceptable tolerability.~~

all secondary endpoints.

2622

Verona Pharma announced it completed patient enrollment with more than 800 subjects randomized in the ENHANCE-1 trial of ensifentrine in chronic obstructive pulmonary disease, concluding enrollment in the Phase 3 ENHANCE program. Top-line data are expected from ENHANCE-2 in the third quarter of 2022 and from ENHANCE-1 around year-end 2022.

Aldeyra Therapeutics announced achievement of the primary endpoint in the Phase 3 TRANQUILITY-2 trial of reproxalap for the treatment of dry eye disease. Reproxalap was statistically superior for both primary endpoints of Schirmer Test (p=0.0001) and ≥10 mm Schirmer Test responder proportions (p<0.0001). Aldeyra subsequently announced achievement of the primary endpoints in a crossover trial showing reproxalap was statistical superior to vehicle for each of the two prespecified primary endpoints, ocular redness in a dry eye chamber (p=0.0004) and Schirmer test (p=0.0005). A Type B Pre-NDA meeting is expected to be held with the FDA in the third quarter of 2022, followed by a potential NDA submission.

Results of Operations

Revenue


(Dollars in thousands)	Q2 2023		Q2 2022(a)		Change		% Change		YTD 2023		YTD 2022(a)		Change		% Change
Royalties	$	20,430	$	17,820	$	2,610	15	%	$	37,584	$	31,252	$	6,332	20	%
Captisol - Core	5,220		3,325		1,895		57	%	15,842		9,551		6,291		66	%
Captisol - COVID	—		26,220		(26,220)		(100)	%	—		32,116		(32,116)		(100)	%
Contract revenue	716		2,761		(2,045)		(74)	%	16,919		13,723		3,196		23	%
Total revenue	$	26,366	$	50,126	$	(23,760)	(47)	%	$	70,345	$	86,642	$	(16,297)	(19)	%

(Dollars in thousands) Q2 2022 Q2 2021 Change % Change YTD 2022 YTD 2021 Change % Change
Royalties $ 17,959 $ 8,616 $ 9,343 108 % $ 31,654 $ 15,728 $ 15,926 101 %
Captisol - Core 3,325 9,682 (6,357) (66) % 9,551 10,935 (1,384) (13) %
Captisol - COVID 26,220 52,827 (26,607) (50) % 32,116 82,846 (50,730) (61) %
Contract revenue 9,915 13,550 (3,635) (27) % 29,791 30,316 (525) (2) %
Total revenue $ 57,419 $ 84,675 $ (27,256) (32) % $ 103,112 $ 139,825 $ (36,713) (26) %

(a) Prior period amounts have been retrospectively adjusted to reflect the effects of the Separation.

Q2 ~~2022~~2023 vs. Q2 ~~2021~~

2022

Total revenue decreased by ~~$27.3~~$23.8 million, or ~~(32)%~~47%, to ~~$57.4~~$26.4 million in Q2 2023 compared to $50.1 million in Q2 2022 primarily due to no Captisol sales related to COVID-19 in Q2 2023, compared to ~~$84.7~~$26.2 million for the same period in 2022. Royalty revenue increased by $2.6 million, or 15%, to $20.4 million in Q2 ~~2021~~2023 compared to $17.8 million in Q2 2022 primarily due to the ~~$26.6 million decrease in~~increase of Kyprolis sales of COVID-related Captisol that is used in formulation with remdesivir. Royalties increased in Q2 2022 by $9.3 million, or 108%, compared to the same period in 2021, with the increase primarily due to Kyprolis and sales of ~~products~~drugs using the Pelican platform. Core Captisol sales increased by $1.9 million, or 57%, to $5.2 million in Q2 2023 primarily due to the timing of customer orders. Contract revenue decreased by ~~$6.4~~$2.0 million, or ~~(66)%~~74%, to ~~$3.3~~$0.7 million in Q2 2023 compared to $2.8 million in Q2 2022 primarily due to the timing of ~~customer orders.~~CMR197 sales.

YTD 2023 vs. YTD 2022

Total revenue decreased by $16.3 million, or 19%, to $70.3 million in YTD 2023 compared to $86.6 million in YTD 2022 primarily due to no Captisol sales related to COVID-19 ~~were $26.2 million~~ in ~~Q2 2022,~~YTD 2023, compared ~~with $52.8~~to $32.1 million for the same period in ~~2021. The difference in sales is due to reduced demand for the pandemic-related treatment. Contract~~2022. Royalty revenue ~~decreased $3.6~~increased by $6.3 million, or ~~(27)%~~20%, to ~~$9.9~~$37.6 million in ~~Q2 2022~~YTD 2023 compared to $31.3 million in YTD 2023 primarily due to the ~~achievement~~increase of ~~two significant milestones tied to the Pelican platform in Q2 2021.~~

~~Revenues attributable to the Ligand core business segment~~Kyprolis, Evomela, Rylaze, and ~~OmniAb business segment were $50.1 million and $7.3 million, and $78.9 million and $5.8 million, respectively, for Q2 2022 and Q1 2021.~~

~~YTD 2022 vs. YTD 2021~~

~~Total revenue decreased~~Pneumosil sales. Core Captisol sales increased by ~~$36.7~~$6.3 million, or ~~(26)%~~66%, to ~~$103.1~~$15.8 million in YTD ~~2022 compared to $139.8 million compared to YTD 2021~~2023 primarily due to the $50.7 million decrease in sales of COVID-related Captisol that is used in formulation with remdesivir. Royalties increased in YTD 2022 by $15.9 million compared to YTD 2021, with the increase primarily due to Kyprolis and sales of products using the Pelican platform. Core Captisol sales decreased by $1.4 million, or (13)%, to $9.6 million in YTD 2022 compared to YTD 2021 primarily due to the difference in sales is due to timing of customer orders. Captisol sales related to COVID-19 were $32.1 million for the six months ended June 30, 2022, compared with $82.8 million for the same period in 2021. The lower sales are due to reduced demand for the pandemic-related treatment. Contract revenue decreased slightly in YTD 2022 compared to YTD 2021.

Revenues attributable to the Ligand core business segment and OmniAb business segment were $86.6 million and $16.5 million, and $125.4 million and $14.4 million, respectively, for YTD 2022 and YTD 2021.

Royalty revenue is a function of our partners’ product sales and the applicable royalty rate. Kyprolis royalty rates are under a tiered royalty rate structure with the highest tier being ~~3.0%~~3%. Evomela has a fixed royalty rate of 20%. Teriparatide injection has a tiered royalty between 25% and 40% on sales that have been adjusted for certain deductible items as defined in the respective license agreement. The Rylaze royalty rate is ~~tiered between 3% and 5%.~~in the low single digits. Contract revenue includes service revenue, license fees and development, regulatory and sales based milestone payments.

The following table represents royalty revenue by program (in millions):


(in millions)	(in millions)	Q2 2022 Estimated Partner Product Sales		Effective Royalty Rate		Q2 2022 Royalty Revenue		Q2 2021 Estimated Partner Product Sales		Effective Royalty Rate		Q2 2021 Royalty Revenue		(in millions)	Q2 2023 Estimated Partner Product Sales		Effective Royalty Rate		Q2 2023 Royalty Revenue		Q2 2022 Estimated Partner Product Sales(a)		Effective Royalty Rate(a)		Q2 2022 Royalty Revenue(a)
Kyprolis	Kyprolis	$	328.1	2.2	%	$	7.1	$	266.5	2.0	%	$	5.4	Kyprolis	$	372.4	2.2	%	$	8.1	$	330.0	2.2	%	$	7.1
Evomela	Evomela	12.0		20.0	%	2.4		11.0		20.0	%	2.2		Evomela	12.0		20.0	%	2.4		12.0		20.0	%	2.4
Teriparatide injection(1)		16.5		33.3	%	5.5		1.1		25.0	%	0.3
Teriparatide injection(b)														Teriparatide injection(b)	11.5		31.3	%	3.6		15.1		36.4	%	5.5
Rylaze	Rylaze	77.2		3.0	%	2.3		—		—	%	—		Rylaze	98.0		3.1	%	3.0		73.0		3.2	%	2.3
Other	Other	69.7		0.9	%	0.6		40.2		1.8	%	0.7		Other	256.7		1.3	%	3.3		50.4		1.0	%	0.5
Total	Total	$	503.5			$	18.0	$	318.8			$	8.6	Total	$	750.6			$	20.4	$	480.5			$	17.8

(in millions)	(in millions)	YTD 2022 Estimated Partner Product Sales		Effective Royalty Rate		YTD 2022 Royalty Revenue		YTD 2021 Estimated Partner Product Sales		Effective Royalty Rate		YTD 2021 Royalty Revenue		(in millions)	YTD 2023 Estimated Partner Product Sales		Effective Royalty Rate		YTD 2023 Royalty Revenue		YTD 2022 Estimated Partner Product Sales(a)		Effective Royalty Rate(a)		YTD 2022 Royalty Revenue(a)
Kyprolis	Kyprolis	$	624.5	1.9	%	$	11.7	$	527.1	1.8	%	$	9.7	Kyprolis	$	749.4	1.9	%	$	14.3	$	628.6	1.9	%	$	11.7
Evomela	Evomela	25.5		20.0	%	5.1		22.2		20.0	%	4.5		Evomela	24.5		20.0	%	4.9		25.5		20.0	%	5.1
Teriparatide injection(1)	Teriparatide injection(1)	25.6		32.8	%	8.4		2.6		10.3	%	0.3		Teriparatide injection(1)	23.2		30.6	%	7.1		24.8		33.9	%	8.4
Rylaze	Rylaze	132.2		3.0	%	4.0		—		—	%	—		Rylaze	181.0		3.1	%	5.6		127.2		3.1	%	4.0
Other	Other	140.5		1.7	%	2.4		65.8		1.8	%	1.2		Other	413.9		1.4	%	5.7		126.7		1.7	%	2.1
Total	Total	$	948.3			$	31.7	$	617.7			$	15.7	Total	$	1,392.0			$	37.6	$	932.8			$	31.3

~~(1) -~~(a) Prior period amounts have been retrospectively adjusted to reflect the effects of the Separation.

(b) Teriparatide injection sales have been adjusted for certain deductible items as defined in the respective license agreement.

Operating Costs and Expenses


(Dollars in thousands)	(Dollars in thousands)	Q2 2022		% of Revenue	Q2 2021		% of Revenue	YTD 2022		% of Revenue	YTD 2021		% of Revenue	(Dollars in thousands)	Q2 2023		% of Revenue	Q2 2022(a)		% of Revenue	YTD 2023		% of Revenue	YTD 2022(a)		% of Revenue
Cost of Captisol	Cost of Captisol	$	12,361		$	30,593		$	17,060		$	38,746		Cost of Captisol	$	1,669		$	12,361		$	5,386		$	17,060
Amortization of intangibles	Amortization of intangibles	11,824			11,779			23,637			23,565			Amortization of intangibles	8,539			8,550			17,078			17,130
Research and development	Research and development	19,118			15,953			39,425			33,832			Research and development	6,854			8,467			13,517			17,646
General and administrative	General and administrative	14,585			14,711			32,765			27,028			General and administrative	11,287			12,086			22,142			24,011
Other operating income		—			(34,100)			—			(33,800)

Total operating costs and expenses	Total operating costs and expenses	$	57,888	101%	$	38,936	46%	$	112,887	109%	$	89,371	64%	Total operating costs and expenses	$	28,349	108%	$	41,464	83%	$	58,123	83%	$	75,847	88%

(a) Prior period amounts have been retrospectively adjusted to reflect the effects of the Separation.

Q2 ~~2022~~2023 vs. Q2 ~~2021~~

2022

Total operating costs and expenses ~~increased~~decreased by ~~$19.0~~$13.1 million, or ~~49%~~32%, to ~~$57.9~~$28.3 million in Q2 ~~2022~~2023 compared to ~~$38.9~~$41.5 million in Q2 2021 primarily attributable to the a non-cash valuation adjustment of $(34.1) million recorded in Q2 2021 to reduce the Pfenex CVR liability due to an expected lower probability of achieving the required milestone under the Pfenex CVR Agreement.

2022.

Cost of ~~Capitsol~~Captisol decreased by ~~$18.2~~$10.7 million, ~~(60)%~~or 86%, to $1.7 million in Q2 2023 compared to $12.4 million in Q2 2022, ~~compared to $30.6 million in Q2 2021,~~ with the decrease primarily due to the lower ~~total~~Captisol sales ~~of Captisol. All of the cost of Capitsol is attributable to the Ligand core business segment.~~

this quarter.

Amortization of intangibles remained steady in Q2 ~~2022~~2023 compared to the same period in ~~2021~~2022 as there ~~have~~has been no ~~significant changes~~change to the gross balance of intangible assets over these periods. Amortization of intangibles were $8.3 million and $3.5 million for the Ligand core business segment and OmniAb business segment during Q2 2022, respectively, and $8.6 million and $3.2 million during Q2 2021, respectively.

At any one time, we are working on multiple R&D programs. As such, we generally do not track our R&D expenses on a specific program basis. Research and development ~~expenses were $19.1~~expense was $6.9 million for Q2 ~~2022,~~2023, compared with ~~$16.0~~$8.5 million for the same period of 2021, with the increase primarily due to continued investment in the OmniAb business which including facilities and headcount-related expenditures. Excluding $0.8 million in unallocated corporate items, R&D expenses were $7.5 million and $10.8 million for the Ligand core business segment and OmniAb business segment during Q2 2022, respectively. Excluding $0.9 million in unallocated corporate items, R&D expenses were $6.4 million and $8.6 million, for the Ligand core business segment and OmniAb business segment during Q2 2021, respectively.

General and administrative expenses decreased slightly in Q2 2022 compared to Q2 2021. Excluding $7.8 million in unallocated corporate items, general and administrative expenses were $4.9 million and $1.9 million for the Ligand core business segment and OmniAb business segment during Q2 2022, respectively. Excluding $7.4 million in unallocated corporate items, general and administrative expenses were $5.6 million and $1.8 million for the Ligand core business segment and OmniAb business segment during Q2 2021, respectively.

There was no other operating income for Q2 2022, compared with $34.1 million for Q2 2021, which represented a non-cash valuation adjustment to reduce the Pfenex CVR liability due to an expected lower probability of achieving the required milestone under the Pfenex CVR Agreement.

~~YTD 2022 vs. YTD 2021~~

Total operating costs and expenses increased by $23.5 million, or 26%, to $112.9 million in YTD 2022 compared to $89.4 million in YTD 2021 primarily attributable to the a non-cash valuation adjustment of $(33.8) million recorded in YTD 2021 to reduce the Pfenex CVR liability due to an expected lower probability of achieving the required milestone under the Pfenex CVR Agreement.

~~Cost of Capitsol decreased by $21.7 million, (56)%, to $17.1 million in YTD 2022 compared to $38.7 million in YTD 2021,~~ with the decrease primarily due to lower ~~total sales~~share-based compensation, employee-related expenses and lab supply expenses.

General and administrative expense was $11.3 million for Q2 2023, compared to $12.1 million for the same period in 2022, with the decrease primarily due to a decrease in legal expenses in connection with a Cydex intellectual property arbitration in 2022.

YTD 2023 vs. YTD 2022

Total operating costs and expenses decreased by $17.7 million, or 23%, to $58.1 million in YTD 2023 compared to $75.8 million in YTD 2022.

Cost of ~~Captisol. All of~~Captisol decreased by $11.7 million, or 68%, to $5.4 million in YTD 2023 compared to $17.1 million in YTD 2022, with the ~~cost of Capitsol is attributable~~decrease primarily due to the ~~Ligand core business segment.~~

lower Captisol sales in YTD 2023.

Amortization of intangibles remained steady in YTD ~~2022~~2023 compared to ~~YTD 2021~~the same period in 2022 as there have been no ~~significant changes~~change to the gross balance of intangible assets over these periods. Amortization of intangibles were $17.1 million and $6.5 million for the Ligand core business segment and OmniAb business segment in YTD 2022, respectively, and $17.4 million and $6.2 million in YTD 2021, respectively.

At any one time, we are working on multiple R&D programs. As such, we generally do not track our R&D expenses on a specific program basis. Research and development ~~expenses were $39.4~~expense was $13.5 million infor YTD ~~2022,~~2023, compared with ~~$33.8~~$17.6 million ~~in YTD 2021,~~for the same period of 2022, with the ~~increase~~decrease primarily due to ~~continued investment in the OmniAb business which includes facilities~~lower share-based compensation, employee-related expenses and headcount-related expenditures. Excluding $1.7 million in unallocated corporate items, R&D expenses were $15.7 million and $22.0 million for the Ligand core business segment and OmniAb business segment in YTD 2022, respectively. Excluding $1.7 million in unallocated corporate items, R&D expenses were $14.4 million and $17.7 million, for the Ligand core business segment and OmniAb business segment in YTD 2021, respectively.

lab supply expenses.

General and administrative ~~expenses increased by $5.7~~expense was $22.1 million ~~or 21%, to $32.8 million in~~for YTD ~~2022~~2023, compared to ~~$27.0~~$24.0 million for the same period in ~~YTD 2021,~~2022, with the ~~increase~~decrease primarily due to ~~$4.8 million~~a decrease in ~~transaction costs incurred during the first quarter of 2022~~legal expenses in connection with the ~~planned~~OmniAb spin-off ~~of OmniAb. Excluding $20.0 million~~and a Cydex intellectual property arbitration in unallocated corporate items, general and administrative expenses were $9.7 million and $3.1 million for the Ligand core business segment and OmniAb business segment in YTD 2022, respectively. Excluding $15.4 million in unallocated corporate items, general and administrative expenses were $8.7 million and $2.9 million for the Ligand core business segment and OmniAb business segment in YTD 2021, respectively.

There was no other operating income in YTD 2022, compared with $33.8 million in YTD 2021, which represented a non-cash valuation adjustment to reduce the Pfenex CVR liability due to an expected lower probability of achieving the required milestone under the Pfenex CVR Agreement.

2022.

Other Income (Expense)


(Dollars in thousands)	(Dollars in thousands)	Q2 2022		Q2 2021		Change		YTD 2022		YTD 2021		Change		(Dollars in thousands)	Q2 2023		Q2 2022(a)		Change		YTD 2023		YTD 2022(a)		Change
Gain (loss) from short-term investments	Gain (loss) from short-term investments	$	(1,909)	$	(6,864)	$	4,955	$	(14,786)	$	6,197	$	(20,983)	Gain (loss) from short-term investments	$	3,991	$	(1,909)	$	5,900	$	43,524	$	(14,786)	$	58,310
Interest income	Interest income	298		233		65		432		529		(97)		Interest income	2,320		298		2,022		3,755		432		3,323
Interest expense	Interest expense	(438)		(4,883)		4,445		(1,227)		(10,714)		9,487		Interest expense	(284)		(438)		154		(524)		(1,227)		703
Other income (expense), net	Other income (expense), net	1,882		(924)		2,806		4,580		(7,401)		11,981		Other income (expense), net	(873)		2,048		(2,921)		(270)		4,303		(4,573)
Total other income (expense), net	Total other income (expense), net	$	(167)	$	(12,438)	$	12,271	$	(11,001)	$	(11,389)	$	388	Total other income (expense), net	$	5,154	$	(1)	$	5,155	$	46,485	$	(11,278)	$	57,763

(a) Prior period amounts have been retrospectively adjusted to reflect the effects of the Separation.

Q2 ~~2022~~2023 vs. Q2 ~~2021~~

2022

2924

The fluctuation in the gain (loss) from short-term investments is primarily driven by the changes in the fair value of our ownership in Viking common stock and other equity security investments, ~~contributing~~which contributed an unrealized loss of ~~$1.5~~$12.7 million in Q2 ~~2022~~2023 as compared to an unrealized loss of ~~$6.8~~$1.9 million in Q2 ~~2021.~~

2022. In addition, during Q2 2023 we sold 1.3 million shares of Viking contributing to realized gains of $16.6 million compared to no Viking shares sold in Q2 2022.

Interest income consists primarily of interest earned on our short-term investments. The increase over the prior year was due to the increase in interest ~~rate,~~rates, partially offset by the decrease in our short-term investment balance.

Interest expense includes the 0.75% coupon cash interest expense in addition to the non-cash accretion of discount (including the amortization of debt issuance cost) on our 2023 Notes in both Q2 ~~2022~~2023 and Q2 ~~2021.~~2022. The decrease in interest expense was primarily due to the ~~adoption of ASU 2020-06 which significantly reduced the debt discount balance subject to amortization. See~~ ~~Note 1, Basis of Presentation and Summary of Significant Accounting Policies~~ ~~for detail on ASU 2020-06 adoption. In addition, we carried a~~ lower average debt outstanding balance in Q2 ~~2022~~2023 as compared to Q2 ~~2021. During Q2 2022, we repurchased $62.0 million in principal amount of the 2023 Notes.~~2022. See Note 4, ~~Convertible Senior Notes.~~Debt.

Other income (expense), net, in Q2 ~~2022 increased~~2023 decreased by ~~$2.8~~$2.9 million as compared to Q2 ~~2021,~~2022, primarily due to ~~the~~no debt extinguishment gain or loss in Q2 2023 compared to a $1.8 million gain on extinguishment of debt during Q2 ~~2022 compared to a $2.3 million loss on extinguishment of debt offset by the $1.1 million gain for the fair value adjustment of Metabasis, Icagen and CyDex CVRs during Q2 2021.~~2022. See~~Note 3, Fair Value Measurements~~ ~~and~~ Note 4, ~~Convertible Senior Notes.~~

Debt.

YTD ~~2022~~2023 vs. YTD ~~2021~~

2022

The fluctuation in the gain (loss) from short-term investments is primarily driven by the changes in the fair value of our ownership in Viking common stock and other equity security investments, ~~contributing~~which contributed an unrealized ~~loss~~gain of ~~$13.5~~$6.3 million in YTD ~~2022~~2023 as compared to an unrealized ~~gain~~loss of ~~$10.1~~$14.5 million in YTD ~~2021.~~

2022. In addition, during YTD 2023 we sold 4.5 million shares of Viking contributing to realized gains of $37.2 million compared to no Viking shares sold in YTD 2022.

Interest income consists primarily of interest earned on our short-term investments. The ~~decrease~~increase over the prior year was due to the increase in interest rates, partially offset by the decrease in our short-term investment balance.

Interest expense includes the 0.75% coupon cash interest expense in addition to the non-cash accretion of discount (including the amortization of debt issuance cost) on our 2023 Notes in both YTD ~~2022~~2023 and YTD ~~2021.~~2022. The decrease in interest expense was primarily due to the ~~adoption of ASU 2020-06 which significantly reduced the debt discount balance subject to amortization. See~~ ~~Note 1, Basis of Presentation and Summary of Significant Accounting Policies~~ ~~for detail on ASU 2020-06 adoption. In addition, we carried a~~ lower average debt outstanding balance ~~during~~in YTD ~~2022~~2023 as compared to YTD ~~2021. During YTD 2022, we repurchased $227.8 million in principal amount of the 2023 Notes.~~2022. See Note 4, ~~Convertible Senior Notes.~~Debt.

Other income (expense), net, in YTD ~~2022 increased~~2023 decreased by ~~$12.0~~$4.6 million as compared to YTD ~~2021,~~2022, primarily due to no debt extinguishment gain or loss in YTD 2023 compared to a $3.3 million gain on extinguishment of debt ~~and $1.3 million gain for the fair value adjustment of Metabasis, Icagen and CyDex CVRs~~ during YTD ~~2022 compared to a $7.2 million loss on extinguishment of debt and $0.3 million loss for the fair value adjustment of Metabasis, Icagen and CyDex CVRs during YTD 2021.~~2022. See~~Note 3, Fair Value Measurements~~ ~~and~~ Note 4, ~~Convertible Senior Notes.~~

Debt.

Income Tax Benefit (Expense)


(Dollars in thousands)	(Dollars in thousands)	Q2 2022			Q2 2021			Change		YTD 2022			YTD 2021			Change		(Dollars in thousands)	Q2 2023			Q2 2022(a)			Change		YTD 2023			YTD 2022(a)			Change
Income (loss) before income taxes	Income (loss) before income taxes	$	(636)		$	33,301		$	(33,937)	$	(20,776)		$	39,065		$	(59,841)	Income (loss) before income taxes	$	3,171		$	8,661		$	(5,490)	$	58,707		$	(483)		$	59,190
Income tax benefit	Income tax benefit	(259)			(2,576)			2,317		4,496			9,766			(5,270)		Income tax benefit	(881)			3,938			(4,819)		(12,803)			153			(12,956)
Income (loss) from operations	Income (loss) from operations	$	(895)		$	30,725		$	(31,620)	$	(16,280)		$	48,831		$	(65,111)	Income (loss) from operations	$	2,290		$	12,599		$	(10,309)	$	45,904		$	(330)		$	46,234
Effective tax rate	Effective tax rate	(40.7)		%	7.7		%			21.6		%	(25.0)		%			Effective tax rate	27.8		%	(45.5)		%			21.8		%	31.7		%

(a) Prior period amounts have been retrospectively adjusted to reflect the effects of the Separation.

We compute our income tax provision by applying the estimated annual effective tax rate to income from operations and adding the effects of any discrete income tax items specific to the period. The effective tax rate for the three and six months ended June 30, 2023 and 2022 was 27.8% and ~~2021 was (40.7)~~(45.5)% ~~and 7.7%~~, and ~~21.6%~~21.8% and ~~(25.0)%~~31.7%, respectively. The variance from the U.S. federal statutory tax rate of 21% for the three and six months ended June 30, 2023 was primarily due to the Internal Revenue Code Section 162(m) limitation on deduction for officer compensation, non-deductible incentive stock option (ISO) related stock compensation expense, which were partially offset by foreign derived intangible income tax benefit during the period. The variance from the U.S. federal tax rate of 21% for the three and six months ended June 30, 2022 was primarily due ~~primarily~~ to the tax deductions related to foreign derived intangible income tax ~~credit~~benefit as well as the research and development tax credits, which were partially offset by Section 162(m) limitation ~~and non-deductible ISO related stock compensation expense~~ during the period. ~~The variance~~

Net Loss from ~~the U.S. federal statutory tax rate~~Discontinued Operations

Net loss from discontinued operations for Q2 2023 and Q2 2022 was zero and $13.5 million, respectively. Net loss from discontinued operations for YTD 2023 and YTD 2022 was $1.7 million and $16.0 million, respectively. See additional information in “Item 1. Condensed Consolidated Financial Statements —Notes to Condensed Consolidated Financial Statements—Note (2), Spin-off of 21% for the three and six months ended June 30, 2021 was significantly impacted by tax benefits related to (1) a $34.1 million Pfenex CVR adjustment recorded during Q2 2021 due to the lower probability of achieving the specific development and regulatory milestone by December 31, 2021 as defined by the Pfenex CVR, and (2) netOmniAb.”

3025

~~excess tax benefits from share-based compensation resulting from increased stock option exercise activity, stock award vesting and appreciation of our stock price during the period.~~

Liquidity and Capital Resources

As of June 30, ~~2022,~~2023, our cash, cash equivalents, and short-term investments totaled ~~$147.9~~$219.0 million, which ~~decreased~~increased by ~~$193.2~~$7.2 million from the end of last year due to factors described in the Cash Flow Summary below. Our primary source of liquidity, other than our holdings of cash, cash equivalents, and short-term investments, has been cash flows from operations. Our ability to generate cash from operations provides us with the financial flexibility we need to meet operating, investing, and financing needs.

Historically, we have liquidated our short-term investments and/or issued debt and equity securities to finance our business needs as a supplement to cash provided by operating activities. Our short-term investments include U.S. government debt securities, investment-grade corporate debt securities, ~~mutual~~bond funds and certificates of deposit. We have established guidelines relative to diversification and maturities of our investments in order to provide both safety and liquidity. These guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates. Additionally, we own certain securities which are classified as short-term investments that we received as a result of a milestone and an upfront license payment as well as ~~6.7~~2.2 million shares of common stock in Viking.

In May 2018, we issued an aggregate principal amount of $750.0 million of the 2023 Notes. ~~During~~On May 15, 2023, the ~~six months ended June~~2023 Notes maturity date, we paid off the remaining $76.9 million principal amount and $0.3 million accrued interest in cash.

On September 30, 2022, we ~~repurchased $227.8~~entered into the Sales Agreement with the Agent, under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $100.0 million in ~~principal amount~~“at the market” offerings through the Agent. Sales of the ~~2023 Notes for $223.7 million in cash, including accrued interest~~shares of ~~$0.4 million. After~~common stock, if any, will be made at prevailing market prices at the ~~repurchases, $115.5 million in principal amount~~time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of up to 3.0% of the ~~2023 Notes remain outstanding.~~gross proceeds of any shares of common stock sold under the Sales Agreement. The shares will be issued pursuant to our shelf registration statement on Form S-3 (File No. 333-267678), including the sales agreement prospectus contained therein, which automatically became effective upon filing with the SEC on September 30, 2022.

Our Board of Directors has approved a stock repurchase program authorizing, but not requiring, the repurchase of up to $50.0 million of our common stock from time to time through April 2026. We ~~may continue~~expect to ~~use cash on hand to repurchase additional 2023 Notes~~acquire shares, if at all, primarily through open-market transactions ~~including through~~in accordance with all applicable requirements of Rule ~~10b5-1 trading plans to facilitate open-market repurchases, or otherwise, from time to time.~~10b-18 of the Exchange Act. The timing and amount of repurchase transactions will be determined by management based on ~~the~~our evaluation of market conditions, ~~trading~~share price, ~~of the 2023 Notes,~~ legal requirements and other factors. ~~The 2023 Notes were not convertible~~Authorization to repurchase $50.0 million of our common stock remained available as of June 30, ~~2022. It is our intent and policy~~2023.

On July 17, 2023, we entered into an agreement with Novan, Inc. (“Novan”) to ~~settle conversions through combination settlement, which essentially involves payment~~acquire its assets for $15.0 million in cash ~~equal~~(which agreement contemplated Novan filing for bankruptcy relief) (the “Stalking Horse Agreement”) and provide them up to $15.0 million in debtor-in-possession financing inclusive of a $3.0 million bridge loan funded on the ~~principal portion~~same day. On July 17, 2023, Novan announced that it had filed for Chapter 11 reorganization and ~~delivery~~its entry into the Stalking Horse Agreement. The Stalking Horse Agreement is subject to approval by the bankruptcy court. If the Stalking Horse Agreement is approved, and our bid is the successful bid in the anticipated bankruptcy sale and auction process, we will acquire the Novan assets and will seek to out license or sell the existing development programs and commercial business assets of ~~shares of common stock for the excess of the conversion value over the principal portion. See~~ ~~Note 4, Convertible Senior Notes.~~

Novan.

We believe that our existing funds, cash generated from operations and existing sources of and access to financing are adequate to fund our need for working capital, capital expenditures, debt service requirements, continued advancement of research and development efforts, potential stock repurchases and other business initiatives we plan to strategically pursue, including acquisitions and strategic investments.

As of June 30, ~~2022,~~2023, we had ~~$9.2~~$3.5 million in fair value of contingent consideration liabilities associated with prior acquisitions to be settled in future periods.

Cash Flow Summary


(Dollars in thousands)	(Dollars in thousands)	Q2 2022		Q2 2021		(Dollars in thousands)	YTD 2023		YTD 2022
Net cash provided by (used in):	Net cash provided by (used in):					Net cash provided by (used in):
Operating activities	Operating activities	$	63,889	$	31,131	Operating activities	$	33,866	$	63,889
Investing activities	Investing activities	$	151,732	$	84,453	Investing activities	$	18,105	$	151,732
Financing activities	Financing activities	$	(229,863)	$	(141,540)	Financing activities	$	(68,532)	$	(229,863)

During the ~~three~~six months ended June 30, ~~2022,~~2023, we ~~repurchased $62.0~~generated cash from operations primarily due to net income. We generated cash from investing activities primarily from sale and maturity of short-term investments including Viking shares.

During the six months ended June 30, 2023, we repaid the remaining $76.9 million in principal amount upon maturity of the 2023 Notes ~~for $60.0~~and $0.3 million ~~in cash, including~~ accrued interest ~~of $0.01 million.~~ in cash.

During the six months ended June 30, 2022, we repurchased $227.8 million in principal of the 2023 Notes for $223.7 million in cash, including accrued interest of $0.4 million.

Critical Accounting Policies and Estimates

Certain of our policies require the application of management judgment in making estimates and assumptions that affect the amounts reported in our consolidated financial statements and the disclosures made in the accompanying notes. Those estimates and assumptions are based on historical experience and various other factors deemed applicable and reasonable under the circumstances. The use of judgment in determining such estimates and assumptions is by nature, subject to a degree of uncertainty. Accordingly, actual results could differ materially from the estimates made. There have been no material changes in our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our ~~2021~~2022 Annual ~~Report, other than the adoption of the Accounting Standards Updates described in Item 1. Condensed consolidated Financial Statements -~~ ~~Note 1, Basis of Presentation and Summary of Significant Accounting Policies,~~ ~~related to convertible debt.~~Report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There were no ~~substantial~~material changes to our market risks in the six months ended June 30, ~~2022,~~2023, when compared to the disclosures in Item 7A of our ~~2021~~2022 Annual Report.

Item 4. Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of June 30, ~~2022~~2023 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For information that updates the disclosures set forth under Part I. Item 3. Legal Proceedings in our ~~2021~~2022 Annual Report, refer to Note 7, Commitment and Contingencies: Legal Proceedings, to the Condensed Consolidated Financial Statements contained in Part I. Item 1. of this report.

Item 1A. Risk Factors

~~Other than as set forth below, we~~We do not believe that there have been any material changes to the risk factors disclosed in Part I, Item 1A of our ~~2021~~2022 Annual Report. The risk factors described in our ~~2021~~2022 Annual Report ~~and below~~ are not the only risks we face. Factors we currently do not know, factors that we currently consider immaterial or factors that are not specific to us, such as general economic conditions, may also materially adversely affect our business or our consolidated operating results, financial condition or cash flows.

~~The Merger is subject to the satisfaction of certain conditions, which may not be satisfied on a timely basis, if at all.~~

~~The consummation of the Merger is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others:~~

•~~the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;~~

•~~receipt of required consents and approvals from certain governmental authorities;~~

•~~no agreement between Ligand or APAC and any governmental authority pursuant to which Ligand or APAC has agreed not to consummate the Merger shall have been effected;~~

•no governmental authority of competent jurisdiction shall have enacted, issued or granted any law (whether temporary, preliminary or permanent), in each case that is in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the transaction;

•~~APAC shall have at least $5,000,001 of net tangible assets as of the Closing;~~

•~~the APAC common stock issuable pursuant to the Merger shall have been approved for listing on Nasdaq, subject to official notice of issuance;~~

•Ligand, OmniAb, APAC and Merger Sub shall each have performed and complied in all material respects with the obligations, covenants and agreements required by the Merger Agreement to be performed or complied with by it at or prior to filing, or a later date as agreed to by the parties;

•~~customary bring down conditions related to the accuracy of the parties’ respective representations, warranties and pre-closing covenants in the Merger Agreement;~~

•~~the consummation of the Distribution, Reorganization and other transactions contemplated by the Separation Agreement shall have occurred;~~

•~~each of APAC’s and OmniAb’s registration statements to be filed with the United States Securities and Exchange Commission shall have become effective;~~

•~~APAC’s shareholder approval; and~~

•~~the receipt by Ligand and APAC of certain tax opinions.~~

~~Additionally, APAC’s obligation to consummate the Business Combination is also subject to there having been no “Material Adverse Effect” on OmniAb since the date of the Merger Agreement.~~

Additionally, the obligations of OmniAb to consummate or cause to be consummated the Merger is subject to the satisfaction of the following additional conditions, any one (1) or more of which may be waived in writing by the OmniAb, among other things:

•~~the completion of the transactions contemplated by the Merger Agreement; and~~

•~~the resignation of all directors and all executive officers of APAC.~~

There can be no assurance that such closing conditions will be satisfied or waived, or that the Merger will be consummated. Further, we cannot assure you that the approval of APAC’s stockholders will be obtained. We, OmniAb and APAC may be subject to shareholder lawsuits, or other actions filed in connection with or in opposition to the Merger, which could prevent or delay the consummation of the Merger.

If the Distribution, together with certain related transactions, fails to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”), or the Merger fails to qualify as a reorganization under Section 368(a) of the Code, Ligand and its stockholders could incur significant tax liabilities, and APAC and OmniAb could be required to indemnify Ligand for taxes that could be material pursuant to indemnification obligations under the tax matters agreement to be entered into in connection with the closing of the Merger (the “Tax Matters Agreement”).

Ligand expects to receive a tax opinion from Latham & Watkins LLP, tax counsel to Ligand, which shall provide that the Distribution will qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code and that the Merger will not cause Section 355(e) of the Code to apply to the Distribution. In addition, the obligations of Ligand and OmniAb to complete the Merger are conditioned upon, among other things, Ligand’s receipt of such tax opinion. The obligation of APAC to complete the Merger is conditioned upon, among other things, receipt of an opinion of Weil, Gotshal & Manges LLP, tax counsel to APAC, that the Merger will be treated as a reorganization under Section 368(a) of the Code. The opinions will be based on, among other things, certain facts, assumptions, representations and undertakings from Ligand, OmniAb and APAC, including those regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions, representations, or undertakings are incorrect or not satisfied, Ligand may not be able to rely on the opinions, and Ligand and its stockholders could be subject to significant U.S. federal income tax liabilities. In addition, the opinions will not be binding on the IRS or the courts. Notwithstanding the opinions, the IRS could determine on audit that the

Distribution or Merger does not qualify as a reorganization if it determines that any of the facts, assumptions, representations or undertakings on which the opinions are based are not correct or have been violated or that the Distribution or Merger should be taxable for other reasons, including as a result of a significant change in stock or asset ownership after the Distribution.

If the Distribution, together with certain related transactions, is ultimately determined not to qualify as a reorganization, the Distribution could be treated as a taxable disposition of shares of OmniAb stock by Ligand and as a taxable dividend or capital gain to Ligand’s stockholders for U.S. federal income tax purposes. If the Merger is ultimately determined not to qualify as a reorganization, the Merger could be treated as a taxable disposition of OmniAb stock by Ligand stockholders. In either such case, Ligand and its stockholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities.

Under the Tax Matters Agreement that APAC and OmniAb will enter into with Ligand, APAC and OmniAb will generally be required to indemnify Ligand against taxes incurred by Ligand that arise as a result of certain actions or omissions by APAC or OmniAb that prevent the Distribution, together with certain related transactions, from qualifying as a reorganization under Sections 355 and 368(a)(1)(D) of the Code. Further, even if APAC and OmniAb are not responsible for tax liabilities of Ligand under the Tax Matters Agreement, OmniAb nonetheless could be liable under applicable U.S. federal tax law for such liabilities if Ligand were to fail to pay them. If APAC or OmniAb is required to pay any liabilities under the circumstances set forth in the Tax Matters Agreement or pursuant to applicable tax law, the amounts may be significant.

~~The anticipated benefits of the Separation and Merger may not be achieved.~~

~~We may not be able to achieve the full strategic and financial benefits expected to result from the Separation and Merger, including the potential that the Separation and Merger Combination will:~~

•~~allow each business to pursue its own operational and strategic priorities and more quickly respond to trends, developments and opportunities in its respective markets;~~

•~~create two separate and distinct management teams focused on each business’s unique strategic priorities, target markets and corporate development opportunities;~~

•~~give each business opportunity and flexibility by pursuing its own investment, capital allocation and growth strategies consistent with its long-term objectives;~~

•~~allow investors to separately value each business based on the unique merits, performance and future prospects of each business, providing investors with two distinct investment opportunities;~~

•~~enhance the ability of each business to attract and retain qualified management and to better align incentive-based compensation with the performance of each separate business; and~~

•~~give each of OmniAb and Ligand its own equity currency for use in connection with acquisitions.~~

We may not achieve the anticipated benefits of the Separation and Merger for a variety of reasons. Further, such benefits, if ultimately achieved, may be delayed. In addition, the Separation and Merger could materially and adversely affect our business, financial condition and results of operations.

~~The Separation and Distribution may expose Ligand and OmniAb to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements.~~

The Separation and Distribution are subject to review under various state and federal fraudulent conveyance laws. Fraudulent conveyance laws generally provide that an entity engages in a constructive fraudulent conveyance when (i) the entity transfers assets and does not receive fair consideration or reasonably equivalent value in return; and (ii) the entity: (a) is insolvent at the time of the transfer or is rendered insolvent by the transfer; (b) has unreasonably small capital with which to carry on its business; or (c) intends to incur or believes it will incur debts beyond its ability to repay its debts as they mature. An unpaid creditor or an entity acting on behalf of a creditor (including without limitation a trustee or debtor-in-possession in a bankruptcy by OmniAb or Ligand or any of our respective subsidiaries) may bring an action alleging that the Separation or Distribution or any of the related transactions constituted a constructive fraudulent conveyance. If a court accepts these allegations, it could impose a number of remedies, including without limitation, voiding OmniAb’s claims against Ligand, requiring the future OmniAb stockholders to return to Ligand some or all of the shares of OmniAb common stock issued in the Distribution, or providing Ligand with a claim for money damages against OmniAb in an amount equal to the difference between the consideration received by Ligand and OmniAb fair market value at the time of the Distribution.

The measure of insolvency for purposes of the fraudulent conveyance laws will vary depending on which jurisdiction’s law is applied. Generally, an entity would be considered insolvent if (i) the present fair saleable value of its assets is less than the amount of its liabilities (including contingent liabilities); (ii) the present fair saleable value of its assets is less than its probable liabilities on its debts as such debts become absolute and matured; (iii) it cannot pay its debts and other liabilities (including contingent liabilities and other commitments) as they mature; or (iv) it has unreasonably small capital for the business in which it is engaged. We cannot assure you what standard a court would apply to determine insolvency or that a court would determine that OmniAb or Ligand or any of our subsidiaries were solvent at the time of or after giving effect to the Distribution.

The Distribution of OmniAb common stock is also subject to review under state corporate distribution statutes. Under the DGCL, a corporation may only pay dividends to its stockholders either (i) out of its surplus (net assets minus capital) or (ii) if there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared or the preceding fiscal year. Although Ligand intends to make the Distribution of OmniAb common stock entirely from surplus, we cannot assure you that a court will not later determine that some or all of the Distribution to Ligand stockholders was unlawful.

The announcement of the proposed Separation and Merger could disrupt OmniAb’s relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.

~~Risks relating to the impact of the announcement of the Separation and Merger on OmniAb’s business include the following:~~

•~~its employees may experience uncertainty about their future roles, which might adversely affect OmniAb’s ability to retain and hire key personnel and other employees;~~

•customers, suppliers, business partners and other parties with which OmniAb maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with OmniAb or fail to extend an existing relationship with OmniAb; and

•~~OmniAb has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Separation and Merger.~~

~~If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact the combined company’s results of operations and cash available to fund its business.~~

~~We will incur transaction costs in connection with the Separation and Merger~~.

OmniAb has both incurred and expects to incur significant, non-recurring costs in connection with consummating the Separation and Merger and operating as a public company following the consummation of the Separation and Merger. OmniAb may also incur additional costs to retain key employees. Although certain transaction expenses incurred in connection with the Merger Agreement, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by APAC following the closing of the Merger, OmniAb expects some increased operational costs as well.~~We will also bear all of OmniAb’s expenses if the Merger is not consummated.~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~Rule 10b5-1 Trading Arrangements

From time to time, our officers (as defined in Rule 16a–1(f) of the Exchange Act) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K). During the three months ended June 30, 2023, none of our officers or directors adopted or terminated any such trading arrangements.

3628

Item 6. Exhibits

Incorporated by Reference
Exhibit
Number
Description of Exhibit Form File Number Date of Filing
Exhibit
Number
Filed
Herewith
2.1*
Agreement and Plan of Merger, dated as of March, 23, 2022, by and among Avista Public Acquisition Corp. II, Ligand Pharmaceuticals Incorporated, OmniAb, Inc. and Orwell Merger Sub Inc. 8-K 001-33093 March 24, 2022 2.1
2.2*
Separation and Distribution Agreement, dated as of March 23, 2022, by and among Avista Public Acquisition Corp. II, Ligand Pharmaceuticals Incorporated and OmniAb, Inc. 8-K 001-33093 March 24, 2022 2.2
2.3
Sponsor Insider Agreement, dated March 23, 2022, by and among OmniAb, Inc., Avista Public Acquisition Corp. II and the other parties signatory thereto 8-K 001-33093 March 24, 2022 2.3
2.4
Amended and Restated Forward Purchase Agreement, dated March 23, 2022, by and among Avista Public Acquisition Corp. II, Avista Acquisition LP II and OmniAb, Inc. 8-K 001-33093 March 24, 2022 2.4
3.1
Amended and Restated Certificate of Incorporation of the Company S-4 333-58823 July 9, 1998 3.1
3.2
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, dated June 14, 2000 10-K 0-20720 March 29, 2001 3.5
3.3
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, dated June 30, 2004 10-Q 0-20720 August 5, 2004 3.6
3.4
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, dated November 17, 2010 8-K 001-33093 November 19, 2010 3.1
3.5
Certificate of Amendment of the Amended and Restated Certification of Incorporation of the Company, dated June 19, 2018 S-8 333-233130 August 8, 2019 3.6
3.6
Fourth Amended and Restated Bylaws of the Company 8-K 001-33093 October 30, 2020 3.1
4.1
Specimen stock certificate for shares of the common stock of the Company 10-K 001-33093 March 1, 2018 4.1
4.2
Indenture, dated as of May 22, 2018, between the Company and Wilmington Trust, National Association, as trustee, including the form of 0.75% Convertible Senior Notes due 2023 8-K 001-33093 May 22, 2018 4.1
10.1#
2002 Stock Incentive Plan (As Amended and Restated Effective June 10, 2022) DEF14A 001-33093 April 22, 2022 Appendix A
10.2*#
2022 Employment Inducement Plan X
10.3*#
Form of Stock Option Agreement under the Company’s 2022 Employment Inducement Plan X
10.4*#
Form of Restricted Stock Unit Award Agreement under the Company’s 2022 Employment Inducement Plan X
10.5*#
Form of Performance-Based Restricted Stock Unit Award Agreement under the Company’s 2022 Employment Inducement Plan X
31.1
Certification by Principal Executive Officer, Pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X
31.2
Certification by Principal Financial Officer, Pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X

Incorporated by Reference

Exhibit

Number

Description of Exhibit

Form

File Number

Date of Filing

Exhibit

Number

Filed

Herewith

10.1#

Director Compensation and Stock Ownership Policy, as amended and restated effective August 4, 2023.

31.1

Certification by Principal Executive Officer, Pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification by Principal Financial Officer, Pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certifications by Principal Executive Officer and Principal Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, ~~2022,~~2023, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Consolidated Condensed Balance Sheets, (ii) Consolidated Condensed Statements of Operations, (iii) Consolidated Condensed Statement of Comprehensive Income, (iv) Consolidated Condensed Statements of Stockholders' Equity, (v) Consolidated Condensed Statements of Cash Flows, and (vi) the Notes to Consolidated Condensed Financial Statements.

104

The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, ~~2022,~~2023, formatted in Inline XBRL and contained in Exhibit 101.

#Indicates management contract or compensatory plan.

* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Ligand Pharmaceuticals Incorporated agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

** These certifications are deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the ~~Securities~~ Exchange ~~Act of 1934, as amended.~~Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:

August 9, ~~2022~~2023

By:

/s/ ~~Matthew Korenberg~~Octavio Espinoza

~~Matthew Korenberg~~Octavio Espinoza

~~Executive Vice President, Finance and~~ Chief Financial Officer

Duly Authorized Officer and Principal Financial Officer

3830


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
OmniAb business revenue
Royalties	$	139	$	—	$	402	$	—
Contract	7,153		5,821		16,068		14,380
Total OmniAb business revenue	7,292		5,821		16,470		14,380
Ligand core business revenue
Royalties	17,820		8,616		31,252		$	15,728
Captisol - Core	3,325		9,682		9,551		10,935
Captisol - COVID	26,220		52,827		32,116		82,846
Contract	2,762		7,729		13,723		15,936
Total Ligand core business revenue	50,127		78,854		86,642		125,445
Total revenue	$	57,419	$	84,675	$	103,112	$	139,825

Segment operating income (loss)
OmniAb business	$	(8,998)	$	(7,806)	$	(15,187)	$	(12,410)
Ligand core business	17,039		61,834		27,030		80,280
Total segment operating income	8,041		54,028		11,843		67,870

Unallocated corporate items
Shared-based compensation	5,136		5,748		10,793		10,618
Other corporate expenses	3,374		2,541		10,825		6,798
Total unallocated corporate items	8,510		8,289		21,618		17,416
Income (loss) from operations	$	(469)	$	45,739	$	(9,775)	$	50,454


	June 30, 2022		December 31, 2021(1)
Principal amount of the 2023 Notes outstanding	$	115,499	$	343,301
Unamortized discount (including unamortized debt issuance cost)	(525)		(22,584)
Total long-term portion of notes payable	$	114,974	$	320,717


Fair value of the 2023 Notes outstanding (Level 2)	$	110,590	$	341,801


Maturity Dates	Operating Leases
Remaining six months ending December 31, 2022	$	2,459
2023	4,634
2024	3,873
2025	3,811
2026	4,024
2027	4,128
Thereafter	14,760
Total lease payments	37,689
Less estimated tenant improvement allowance:	(1,358)
Less imputed interest	(6,742)
Present value of lease liabilities	$	29,589