Form: SCHEDULE 13D/A

General Statement of Acquisition of Beneficial Ownership

November 3, 2026






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Consists of 1,500,000 shares of Common Stock, 3,427,868.1 shares of Common Stock underlying 34,278.681 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), and 261,309 shares of Common Stock underlying the Senior Secured Convertible Note (the "Convertible Note"). The Reporting Person may not convert any of the Series A Preferred Stock or the Convertible Note to the extent that, after giving effect to such conversion, the Reporting Person together with its affiliates would beneficially own in excess of 49.9% of the shares of Common Stock outstanding immediately after giving effect to such conversion. The amounts reported do not include the Series B Preferred Stock or the Warrants to be acquired by the Reporting Person in the Concurrent Financing or any shares of Common Stock issuable in the Mergers, each as described in Items 3 and 4, none of which has been issued to or acquired by the Reporting Person as of the date of this Amendment No. 2 and each of which remains subject to the closing conditions described herein. The Warrants will not be exercisable until the Initial Exercise Date (as defined in Item 4).


SCHEDULE 13D


 
Ligand Pharmaceuticals Incorporated
 
Signature:By: /s/ Octavio Espinoza
Name/Title:Octavio Espinoza, Chief Financial Officer
Date:11/03/2026