Exhibit 99.1

Unaudited Pro Forma Condensed Consolidated Financial Statements

On November, 1, 2022 (the “Distribution Date”), Ligand Pharmaceuticals Incorporated (“Ligand,” “Company,” “we,” “us,” or “our”) completed the separation (the “Separation”) of its antibody discovery business and certain related assets and liabilites (the “OmniAb Business”) through a spin-off of OmniAb Operations, Inc. (formerly known as OmniAb, Inc., “Legacy OmniAb”) to Ligand’s shareholders of record as of October 26, 2022 (the “Record Date”) on a pro rata basis (the “Distribution”) and merger (the “Merger”) of Legacy OmniAb with a wholly owned subsidiary of OmniAb, Inc. (formerly known as Avista Public Acquisition Corp. II, “APAC” or “New OmniAb”) in a Reverse Morris Trust transaction (collectively, the “Transactions”) pursuant to the Agreement and Plan of Merger, dated as of March 23, 2022, by and among Ligand, Legacy OmniAb, New OmniAb and its then wholly owned subsidiary Orwell Merger Sub, Inc. (“Merger Sub”) and the Separation and Distribution Agreement, dated as of March 23, 2022 (the “Separation Agreement”), by and among Ligand, Legacy OmniAb and New OmniAb (collectively with the other related transaction documents, the “Transaction Agreements”). Pursuant to the Transaction Agreements, Ligand contributed (the “Contribution”) to Legacy OmniAb cash and certain assets and liabilities constituting the OmniAb Business, including certain related subsidiaries of Ligand, to Legacy OmniAb. In consideration for the Contribution, Legacy OmniAb issued to Ligand additional shares of Legacy OmniAb common stock such that the number of shares of Legacy OmniAb common stock then outstanding equaled the number of shares of Legacy OmniAb common stock necessary to effect the Distribution. Pursuant to the Distribution, Ligand shareholders as of the Record Date received one share of Legacy OmniAb common stock for each share of Ligand common stock held as of such date. Pursuant to the Merger, each share of Legacy OmniAb common stock was thereafter exchanged for the right to receive 4.90007 shares of New OmniAb common stock and 0.75842 shares of New OmniAb common stock subject to certain price-based earnout triggers (the “Earnout Shares”). Upon the closing of the Transactions, the ownership of outstanding New OmniAb common stock (including the Earnout Shares) was as follows: Ligand’s existing shareholders held approximately 85.0%, APAC’s existing public shareholders held approximately 1.1% and the sponsor and related parties of APAC held approximately 13.9%. Fractional shares of New OmniAb common stock were not issued pursuant to the Merger. Instead, shareholders received cash in lieu of any fractional share (other than with respect to Earnout Shares).

The unaudited pro forma condensed consolidated financial statements have been derived from the Company’s historical consolidated financial statements and give effect to the Transactions. The unaudited pro forma condensed consolidated statements of operations reflect the Company’s results as if the Transactions had occurred as of January 1, 2019. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2022 reflects the Company’s financial position as if the Transactions had occurred on such date. After the date of the Transactions, the historical financial results of Legacy OmniAb will be reflected in our consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“GAAP”) for all periods presented through the Distribution Date.

The unaudited pro forma condensed consolidated financial statements are not intended to be a complete presentation of the Company’s financial position or results of operations had the Transactions occurred as of and for the periods indicated. In addition, the unaudited pro forma condensed consolidated financial statements are provided for illustrative and informational purposes only and are not necessarily indicative of the Company’s future results of operations or financial condition had the Transactions been completed on the dates assumed. The unaudited pro forma condensed consolidated financial information should be read together with our historical consolidated financial statements and accompanying notes.

The “Historical” column in the unaudited pro forma condensed consolidated financial statements reflects our historical condensed consolidated financial statements for the periods presented and does not reflect any adjustments related to the Transactions.

The “OmniAb Separation” column in the unaudited pro forma condensed consolidated financial statements reflects the operations, assets, liabilities and equity of Legacy OmniAb, which have been derived from Legacy OmniAb’s historical condensed combined financial statements prepared on a “carve-out” basis of accounting.

The unaudited pro forma condensed consolidated financial statements have been prepared to include transaction accounting adjustments to reflect the financial condition and results of operations as if we were a separate stand-alone entity in accordance with GAAP. The “Transaction Accounting Adjustments” column in the unaudited pro forma condensed consolidated financial statements reflects the effects of Legacy OmniAb’s separation from the Company and includes the following adjustments:

the impact of, and transactions contemplated by, the Separation Agreement, the Tax Matters Agreement, dated as of November 1, 2022, by and among New OmniAb, Ligand and Legacy OmniAb, the Amended and Restated Employee Matters Agreement, dated as of August 18, 2022, by and among Ligand, Legacy OmniAb and APAC, and the


Exhibit 99.1
Transition Services Agreements, each effective as of the Distribution time, and each by and between Ligand and Legacy OmniAb;
the elimination of our net investment in Legacy OmniAb;
the Contribution from the Company to Legacy OmniAb;
costs incurred in connection with the Transactions; and
other adjustments as described in the notes to these unaudited pro forma condensed consolidated financial statements.

The pro forma adjustments represent our best estimates based on information currently available and may differ from those that will be calculated to report Legacy OmniAb as discontinued operations in our future filings.

The unaudited pro forma condensed financial statements have been prepared in accordance with Article 11 of the Securities and Exchange Commissions’s Regulation S-X. The unaudited pro forma condensed consolidated financial statements do not include adjustments to reflect any potential synergies that may be achievable, or dis-synergy costs that may occur, in connection with the Transactions.



[Tables Follow]


Exhibit 99.1
LIGAND PHARMACEUTICALS INCORPORATED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2022
(In thousands, except per share amounts)
HistoricalOmniAb Separation (a)Transaction Accounting Adjustments NotesPro Forma Results
ASSETS
Current assets:
      Cash and cash equivalents
$5,280 $— $(1,840)(b)$3,440 
      Short-term investments
142,655 — — 142,655 
      Accounts receivable, net
62,308 8,180 8,180 (c)62,308 
      Inventory
24,773 — — 24,773 
      Income taxes receivable
964 — — 964 
      Other current assets
7,804 5,051 — 2,753 
             Total current assets
243,784 13,231 6,340 236,893 
 Deferred income taxes, net35,654 822 — 34,832 
 Intangible assets, net528,364 169,050 — 359,314 
 Goodwill181,206 83,979 8,446 (d)105,673 
 Commercial license rights, net10,267 — — 10,267 
 Property and equipment, net30,954 16,090 — 14,864 
 Operating lease right-of-use assets24,711 22,011 — 2,700 
 Finance lease right-of-use assets15,032 — 15,029 
 Other assets6,316 1,448 — 4,868 
            Total assets
$1,076,288 $306,634 $14,786 $784,440 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
      Accounts payable
$19,153 $7,383 $7,383 (c)$19,153 
      Accrued liabilities14,551 2,982 2,982 (c)14,551 
      Income taxes payable3,782 — — 3,782 
      Current contingent liabilities
2,258 2,179 — 79 
      Deferred revenue10,584 10,199 — 385 
      Current operating lease liabilities2,501 1,225 — 1,276 
      Current finance lease liabilities50 — 47 
      2023 convertible senior notes, net
114,974 — — 114,974 
            Total current liabilities
167,853 23,971 10,365 154,247 
Long-term contingent liabilities6,961 4,323 — 2,638 
Deferred income taxes, net42,669 18,304 24,365 
Long-term operating lease liabilities 27,088 25,411 — 1,677 
Long-term deferred revenue7,428 7,384 — 44 
Other long-term liabilities21,924 298 — 21,626 
            Total liabilities
273,923 79,691 10,365 204,597 
Commitments and contingencies
Stockholders' equity:
      Preferred stock, $ 0.001 par value; 5,000 shares authorized; zero issued and outstanding at June 30, 2022— — — — 
      Common stock, $ 0.001 par value; 60,000 shares authorized; 16,882 shares issued and outstanding at June 30, 202217 — — 17 
      Additional paid-in-capital / Parent company net investment335,471 226,943 4,421 (b)(c)(d)112,949 
      Accumulated other comprehensive loss(1,066)— — (1,066)
      Retained earnings467,943 — — 467,943 
            Total stockholders' equity802,365 226,943 4,421 579,843 
            Total liabilities and stockholders' equity
$1,076,288 $306,634 $14,786 $784,440 






Exhibit 99.1
LIGAND PHARMACEUTICALS INCORPORATED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2022
(Unaudited, in thousands, except per share amounts)


HistoricalOmniAb Separation (a)Transaction Accounting Adjustments NotesPro Forma Results
Revenues:
      Royalties$31,654 $402 $— $31,252 
      Captisol - Core9,551 — — 9,551 
      Captisol - COVID32,116 — — 32,116 
      Contract29,791 16,420 13,371 
Total revenues
103,112 16,822 — 86,290 
Operating costs and expenses:
      Cost of Captisol17,060 — — 17,060 
      Amortization of intangibles23,637 6,518 17,119 
      Research and development39,425 22,256 (1,604)(e)(f)(g)15,565 
      General and administrative32,765 9,115 (1,629)(e)(f)(g)(h)22,021 
      Other operating income— (278)278 
Total operating costs and expenses
112,887 37,611 (3,233)72,043 
Income (loss) from operations(9,775)(20,789)3,233 14,247 
Other income (expense):
     Loss from short-term investments(14,786)— — (14,786)
      Interest income432 — — 432 
      Interest expense(1,227)— — (1,227)
      Other income, net4,580 — — 4,580 
Total other expense, net
(11,001)— — (11,001)
Income (loss) before income taxes(20,776)(20,789)3,233 3,246 
Income tax benefit (expense)4,496 4,231 (679)(i)(414)
Net income (loss):$(16,280)$(16,558)$2,554 $2,832 
Basic net income (loss) per share$(0.97)$0.17 
Shares used in basic per share calculation16,846 16,846 
Diluted net income (loss) per share$(0.97)$0.17 
Shares used in diluted per share calculations16,846 279 (j)17,125 




Exhibit 99.1

LIGAND PHARMACEUTICALS INCORPORATED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2021
(Unaudited, in thousands, except per share amounts)

HistoricalOmniAb Separation (a)Transaction Accounting Adjustments NotesPro Forma Results
Revenues:
      Royalties$48,927 $— $— $48,927 
      Captisol - Core23,423 — — 23,423 
      Captisol - COVID140,827 — — 140,827 
      Contract63,956 34,748 29,208 
Total revenues
277,133 34,748 — 242,385 
Operating costs and expenses:
      Cost of Captisol62,176 — — 62,176 
      Amortization of intangibles47,167 12,968 34,199 
      Research and development69,012 39,232 (3,666)(e)(f)(g)26,114 
      General and administrative57,483 16,947 2,106 (e)(f)(g)(h)42,642 
      Other operating income(37,600)1,210 — (38,810)
Total operating costs and expenses
198,238 70,357 (1,560)126,321 
Income (loss) from operations78,895 (35,609)1,560 116,064 
Other income (expense):
      Loss from short-term investments(3,997)— — (3,997)
      Interest income886 — — 886 
      Interest expense(19,626)(7)— (19,619)
      Other expense, net(8,860)1,266 — (10,126)
Total other expense, net
(31,597)1,259 — (32,856)
Income (loss) before income taxes47,298 (34,350)1,560 83,208 
Income tax benefit (expense)9,840 7,308 (328)(i)2,204 
Net income (loss):$57,138 $(27,042)$1,232 $85,412 
Basic net income per share$3.44 $5.14 
Shares used in basic per share calculation16,630 16,630 
Diluted net income per share$3.31 $4.95 
Shares used in diluted per share calculations17,246 17,246 





Exhibit 99.1

LIGAND PHARMACEUTICALS INCORPORATED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2020
(Unaudited, in thousands, except per share amounts)


HistoricalOmniAb Separation (a)Transaction Accounting Adjustments NotesPro Forma Results
Revenues:
      Royalties$33,796 $— $— $33,796 
      Captisol - Core24,566 — — 24,566 
      Captisol - COVID85,393 — — 85,393 
      Contract42,664 23,268 19,396 
Total revenues
186,419 23,268 — 163,151 
Operating costs and expenses:
      Cost of Captisol30,419 — — 30,419 
      Amortization of intangibles23,442 11,800 11,642 
      Research and development59,392 24,796 (438)(e)(f)(g)34,158 
      General and administrative64,435 10,225 3,022 (e)(f)(g)57,232 
      Other operating income— 2,070 — (2,070)
Total operating costs and expenses
177,688 48,891 2,584 131,381 
Gain from sale of Vernalis R&D17,114 — — 17,114 
Income (loss) from operations25,845 (25,623)(2,584)48,884 
Other income (expense):
      Loss from short-term investments(16,933)— — (16,933)
      Interest income8,078 — — 8,078 
      Interest expense(27,420)(5)— (27,415)
      Other expense, net(108)1,900 — (2,008)
Total other expense, net
(36,383)1,895 — (38,278)
Income (loss) before income taxes(10,538)(23,728)(2,584)10,606 
Income tax benefit 7,553 6,171 543 (i)1,925 
Net income (loss):$(2,985)$(17,557)$(2,041)$12,531 
Basic net income (loss) per share$(0.18)$0.77 
Shares used in basic per share calculation16,185 16,185 
Diluted net income (loss) per share$(0.18)$0.74 
Shares used in diluted per share calculations16,185 640 (j)16,825 





Exhibit 99.1

LIGAND PHARMACEUTICALS INCORPORATED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2019
(Unaudited, in thousands, except per share amounts)

HistoricalOmniAb Separation (a)Transactional Accounting Adjustments NotesPro Forma Results
Revenues:
      Royalties$46,976 $— $— $46,976 
      Captisol - Core31,489 — — 31,489 
      Captisol - COVID— — — — 
      Contract41,817 18,318 — 23,499 
Total revenues
120,282 18,318 — 101,964 
Operating costs and expenses:
      Cost of Captisol11,347 — — 11,347 
      Amortization of intangibles16,864 10,304 — 6,560 
      Research and development55,908 13,208 (1,873)(e)(f)(g)40,827 
      General and administrative41,884 8,651 2,013 (e)(f)(g)35,246 
      Other operating income— (818)— 818 
Total operating costs and expenses
126,003 31,345 140 94,798 
Gain from sale of Promacta license812,797 — — 812,797 
Income (loss) from operations807,076 (13,027)(140)819,963 
Other income (expense):
      Gain from short-term investments1,049 — — 1,049 
      Interest income28,430 — — 28,430 
      Interest expense(35,745)— — (35,745)
      Other expense, net(4,171)— — (4,171)
Total other expense, net
(10,437)— — (10,437)
Income (loss) before income taxes796,639 (13,027)(140)809,526 
Income tax expense(167,337)(562)29 (i)(166,746)
Net income:$629,302 $(13,589)$(111)$642,780 
Basic net income per share$33.13 $33.84 
Shares used in basic per share calculation18,995 18,995 
Diluted net income per share$31.85 $32.53 
Shares used in diluted per share calculations19,757 19,757 




Exhibit 99.1

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

The adjustments included in the unaudited pro forma condensed consolidated financial statements are described below:

(a) Represents the operations, assets, liabilities and equity of Legacy OmniAb, which have been derived from Legacy OmniAb’s historical combined financial statements prepared on a “carve-out” basis of accounting.

(b) Represents Ligand's cash contribution to Legacy OmniAb prior to the Distribution in accordance with the Separation Agreement. The contribution amount represents $15 million less approximately $13.2 million of certain transaction and other expenses previously incurred or expected to be incurred by Ligand, which are eligible to be offset against the contribution amount in accordance with the Separation Agreement.

(c) Represents adjustment related to Legacy OmniAb's current accounts receivable, current accounts payable and current accrued liabilities. Pursuant to the Separation Agreement, current accounts receivable, current accounts payable and current accrued liabilities accrued by Legacy OmniAb at any time up to and until the Distribution Date shall be retained by Ligand.

(d) Represents the goodwill allocated between Ligand's two reporting units, the OmniAb Business and the Ligand core business, which correspond to the two entities involved in the Separation. The allocation is based on relative fair value that was analyzed utilizing a combination of income approach and market approach for each segment as of the March 2022 announcement date of our intention to separate the OmniAb Business.

(e) Adjustment represents compensation related costs that were historically assigned to Legacy OmniAb on a carve-out basis of accounting which Ligand expects to be representative of pro forma continuing operations. The pro forma adjustments are summarized below:
For the six months
ended June 30, 2022
For the year ended
December 31, 2021
For the year ended
December 31, 2020
For the year ended
December 31, 2019
(in thousands)
Research and development$392 $921 $614 $503 
General and administrative 2,169 4,686 2,976 2,252 
$2,561 $5,607 $3,590 $2,755 

(f) Adjustment represents general corporate overhead costs related to executive management, finance, legal, information technology, and other shared services functions that were historically assigned to Legacy OmniAb on a carve-out basis of accounting which Ligand expects to be representative of pro forma continuing operations. The pro forma adjustments are summarized below:
For the six months
ended June 30, 2022
For the year ended
December 31, 2021
For the year ended
December 31, 2020
For the year ended
December 31, 2019
(in thousands)
Research and development$399 $903 $4,010 $2,408 
General and administrative3,336 5,536 3,779 3,023 
$3,735 $6,439 $7,789 $5,431 

(g) Represents compensation related expenses for the Ligand employees that will be continuing employment at Legacy OmniAb after the consummation of the Transactions. The pro forma adjustment is summarized below:


Exhibit 99.1
For the six months
ended June 30, 2022
For the year ended
December 31, 2021
For the year ended
December 31, 2020
For the year ended
December 31, 2019
(in thousands)
Research and development$(2,395)$(5,490)$(5,062)$(4,784)
General and administrative (2,181)(4,414)(3,733)(3,262)
$(4,576)$(9,904)$(8,795)$(8,046)

(h) Represents the transaction costs directly attributable to the separation of Legacy OmniAb, which will be retrospectively reclassified to discontinued operations upon completion of the Transactions. There were no transaction costs for the years ended December 31, 2020 and 2019, respectively. The pro forma adjustments are summarized below:
For the six months
ended June 30, 2022
For the year ended
December 31, 2021
(in thousands)
General and administrative $(4,953)$(3,702)

(i) Represents the income tax effect of the pro forma adjustments calculated using enacted statutory rates applicable at the legal entity in which the pro forma adjustment were made. In addition, subsequent to the Transactions, we will evaluate our remaining deferred tax assets and estimate a valuation allowance of approximately $30 million, which will be recorded by Ligand during the fourth quarter of 2022.

(j) Represents shares excluded due to anti-dilutive effect on Ligand historical consolidated net loss for the period presented.

The following table illustrates the accumulated impact of footnotes a, b, c, and d:
June 30, 2022
(in thousands)
Additional paid-in-capital/ Parent company net investment
     Historical$335,471 
     OmniAb Separation (a)(226,943)
     Cash distribution to (b)(1,840)
     Accounts receivable (c)8,180 
     Accounts payable (c)(7,383)
     Accrued liabilities (c)(2,982)
     Goodwill allocation (d)8,446 
$112,949