EXHIBIT 99.1
Contact:
Paul V. Maier
Senior Vice President
and Chief Financial Officer
858-550-7573
Abe Wischnia
Senior Director of Investor Relations
and Corporate Communications
858-550-7850
NASDAQ PANEL DENIES LIGAND REQUEST FOR ADDITIONAL FILING EXTENSION
BUT GRANTS 60-DAY PERIOD FOR EXPEDITED RELISTING;
STOCK TO BE DELISTED FROM NASDAQ, TRADED ON PINK SHEETS
SAN DIEGO, Calif.--September 2, 2005--Ligand Pharmaceuticals Incorporated
(NASDAQ:LGNDE) announced today that the NASDAQ Listing Qualifications Panel has
denied the company's request to extend the deadline for the company to come into
full compliance with the NASDAQ requirements for continued listing related to
filing of SEC reports and has determined to delist the company's securities
effective with the open of business on September 7, 2005.
The panel did grant the company's request to relist under the NASDAQ
National Market maintenance standards for bid price (i.e. on an expedited basis
under the $1.00 per share continued listing criterion rather than the $5.00 per
share initial listing criterion) once the company regains compliance with the
filing requirement and demonstrates its compliance with all other initial
listing standards for Nasdaq National Market. In addition, the company must
reapply for listing within 60 days of the panel's September 2, 2005 decision.
The company and the Audit Committee of the Board of Directors remain
committed to regaining compliance with all filing requirements and obtaining
relisting of its common stock within the 60-day period for relisting under
maintenance standards, and continue to work diligently toward completing and
filing its delinquent reports.
Ligand expects that quotations for its common stock will appear in the Pink
Sheets(R) (formerly the National Daily Quotations Bureau), where subscribing
dealers can submit bid and ask prices on a daily basis beginning September 7.
The Company expects its trading symbol to revert to LGND effective with the move
to the Pink Sheets. The Panel had previously granted Ligand's request for an
additional extension of the deadline to continue the listing of the company's
securities on the NASDAQ National Market provided that the company filed its
Form 10-K for the fiscal year ended December 31, 2004 on or before August 31,
2005 and filed its first quarter and second quarter Form 10-Q by September 9,
2005. However, as reported by the company on Sept. 1, 2005, the company notified
the Panel that it would be unable to meet the August 31 deadline and requested
an additional extension. On May 20, 2005, the company announced that it will
restate its consolidated financial statements as of and for the years ended
December 31, 2002 and 2003 and for the quarters of 2003 and the first three
quarters of 2004. The filing of the company's Form 10-K annual report for the
year ended December 31, 2004 and the company's Forms 10-Q for the periods ended
March 31, 2005 and June 30, 2005 have been delayed pending the completion of the
restatement of the annual periods.
ABOUT LIGAND
Ligand discovers, develops and markets new drugs that address
critical unmet medical needs of patients in the areas of cancer, pain, skin
diseases, men's and women's hormone-related diseases, osteoporosis, metabolic
disorders, and cardiovascular and inflammatory diseases. Ligand's proprietary
drug discovery and development programs are based on its leadership position in
gene transcription technology, primarily related to intracellular receptors. For
more information, go to http://www.ligand.com.
ABOUT PINK SHEETS LLC:
Pink Sheets provides broker-dealers, issuers andinvestors with electronic
and print products and information services designed to improve the transparency
of the over-the-counter (OTC) markets. The products are designed to increase the
efficiency of OTC markets, leading to greater liquidity and investor interest in
OTC securities. Pink Sheets' centralized information network is a source of
competitive market maker quotations, historical prices and corporate information
about OTC issues and issuers. Pink Sheets is neither an SEC-Registered Stock
Exchange nor a NASD Broker/Dealer. Investors must contact a NASD Broker/Dealer
to trade in a security quoted on the Pink Sheets. Pink Sheets LLC is a privately
owned company headquartered in New York City. More information is available at
http://www.pinksheets.com
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements within the meaning of
section 21E of the Securities Exchange Act of 1934, as amended, that reflect
Ligand's judgment and involve risks and uncertainties as of the date of this
release. These statements include those related to compliance with the NASDAQ
Listing Qualifications Panel requirements, the completion of the restatement and
audit of the consolidated financial statements, the filing of delinquent reports
on Form 10-K and on Form 10-Q and the potential relisting of the company's
securities. Actual events or results may differ materially from Ligand's
expectations. There can be no assurance of when the Company's subsequent
processes such as restatement of annual or quarterly financial results, audit of
annual and review of quarterly financial statements, filing of Forms 10-K and
10-Q or compliance with NASDAQ Listing Qualifications Panel requirements will be
completed, that the circumstance of the restatement will not result in a finding
of a material weakness in the company's internal control over financial
reporting, that other accounting errors or control deficiencies which
individually or in the aggregate constitute a material weakness, will not be
identified during the preparation and audit of the consolidated financial
statements, that adjustments for other periods will not be required nor that the
company will achieve relisting by the NASDAQ Stock Market and if so, when
relisting will occur. In addition, our financial results and stock price may
suffer as a result of the previously announced restatement and any subsequent
action by NASDAQ. Additional information concerning these and other risk factors
affecting Ligand's business can be found in prior press releases as well as in
Ligand's public periodic filings with the Securities and Exchange Commission,
available via Ligand's web site at www.ligand.com. Ligand disclaims any intent
or obligation to update these forward-looking statements beyond the date of this
release.
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