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Theravance shareholders approve Zymeworks merger

Theravance Biopharma shareholders approved the Zymeworks merger proposals, with closing expected around September 23, 2026, subject to remaining conditions.

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Theravance Biopharma, Inc. (TBPH) reports that shareholders approved key proposals related to its planned merger with Zymeworks Inc. at an extraordinary general meeting held on September 18, 2026. Under the Merger Agreement, Zymeworks Merger Sub 1 will merge with and into Theravance Biopharma, which will continue as the surviving company and become a wholly owned subsidiary of Zymeworks Inc.

Shareholders representing 41,086,774 ordinary shares, or 79.14% of the 51,918,754 shares outstanding as of July 31, 2026, were present in person or by proxy, constituting a quorum. The Merger Proposal received 40,993,370 votes in favor, satisfying the more-than-two-thirds approval condition for closing, and the advisory vote on merger-related compensation also passed. Because a quorum was present and the Merger Proposal had sufficient support, the adjournment proposal was not needed and no vote was determined. Subject to satisfaction or waiver of the remaining closing conditions in the Merger Agreement, completion of the merger is expected on or about September 23, 2026.

Positive

  • Shareholders approved the Merger Proposal and advisory compensation proposal, satisfying the more-than-two-thirds shareholder approval condition required for closing the merger that will make Theravance Biopharma a wholly owned subsidiary of Zymeworks Inc.

Negative

  • None.

Insights

Analyzing...

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding entitled to vote 51,918,754 ordinary shares Outstanding and entitled to vote as of July 31, 2026 record date
Shares represented at meeting 41,086,774 ordinary shares Shares present in person or by proxy at the extraordinary general meeting, 79.14% of eligible shares
Merger Proposal votes for 40,993,370 votes Votes in favor of Proposal 1 – the Merger Proposal
Merger Proposal votes against 8,671 votes Votes against Proposal 1 – the Merger Proposal
Merger Proposal abstentions 84,733 votes Abstentions on Proposal 1 – the Merger Proposal
Advisory compensation votes for 40,587,829 votes Votes in favor of Proposal 2 – Advisory Merger-Related Compensation Proposal
Advisory compensation votes against 470,381 votes Votes against Proposal 2 – Advisory Merger-Related Compensation Proposal
Expected merger completion date On or about September 23, 2026 Targeted timing for closing, subject to satisfaction or waiver of all conditions
Extraordinary General Meeting regulatory
"Theravance Biopharma, Inc. held an extraordinary general meeting on September 18, 2026"
Agreement and Plan of Merger regulatory
"related to the Agreement and Plan of Merger, dated as of June 28, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Agreement regulatory
"The Merger Agreement provides that, among other things, on the terms"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
contingent consideration financial
"when the contingent consideration under the CVR Agreement contemplated in connection"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
CVR Agreement financial
"contingent consideration under the CVR Agreement contemplated in connection with the proposed transaction"
A CVR agreement is a contract that gives holders the right to receive a future payment or other benefit if specific milestones or outcomes are met after a corporate deal, such as regulatory approval, sales targets, or trial results. For investors it matters because a CVR can add potential upside or create extra risk separate from the stock itself—like holding a coupon that only pays out if a promised event actually happens—so its terms and likelihood of payout affect valuation and investment decisions.
forward-looking statements regulatory
"includes “forward-looking statements” within the meaning of federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Theravance Biopharma (TBPH) shareholders approve at the September 18, 2026 meeting?
Shareholders approved the Merger Proposal and the Advisory Merger-Related Compensation Proposal related to the Agreement and Plan of Merger with Zymeworks Inc., meeting the more-than-two-thirds approval condition required for closing the merger.

How many Theravance Biopharma (TBPH) shares were eligible to vote and how many formed the quorum?
As of July 31, 2026, 51,918,754 ordinary shares were outstanding and entitled to vote. A total of 41,086,774 shares, or 79.14% of eligible shares, were represented in person or by proxy, constituting a quorum.

What were the voting results for the Theravance Biopharma (TBPH) Merger Proposal?
The Merger Proposal received 40,993,370 votes for, 8,671 votes against, and 84,733 abstentions. This exceeded the threshold of more than two-thirds of the ordinary shares required to approve the merger under the Merger Agreement.

When is the Theravance Biopharma (TBPH) merger with Zymeworks expected to close?
Completion of the merger is expected on or about September 23, 2026, subject to the satisfaction or waiver of all remaining conditions to closing specified in the Merger Agreement.

What happens to Theravance Biopharma (TBPH) after the merger with Zymeworks?
After closing, Merger Sub will merge with and into Theravance Biopharma, and the company will continue as the surviving company and become a wholly owned subsidiary of Zymeworks Inc. under the terms of the Merger Agreement.

Was the adjournment proposal voted on at the Theravance Biopharma (TBPH) meeting?
No. Because a quorum was present and there were already sufficient votes to approve the Merger Proposal, the Adjournment Proposal was unnecessary and its vote was not determined.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 18, 2026

 

 

THERAVANCE BIOPHARMA, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Cayman Islands   001-36033   98-1226628
(State or Other Jurisdiction of   (Commission File Number)   (I.R.S. Employer Identification
Incorporation)       Number)

 

c/o Theravance Biopharma US, LLC

901 Gateway Boulevard

South San Francisco, CA 94080

(650) 808-6000

 

(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading
Symbol(s)		   Name of each exchange
on which registered
Ordinary Share $0.00001 Par Value   TBPH   NASDAQ Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

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. ¨

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

Theravance Biopharma, Inc. (“Theravance Biopharma” or the “Company”) held an extraordinary general meeting on September 18, 2026 (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders were asked to consider and vote on three proposals related to the Agreement and Plan of Merger, dated as of June 28, 2026 (as it may be amended, supplemented and restated from time to time, the “Merger Agreement”), by and among the Company, Zymeworks Inc., a Delaware corporation (“Parent”), and Zymeworks Merger Sub 1, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), each of which is described in further detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) and first mailed to shareholders on or about August 21, 2026 (as amended and supplemented, the “Definitive Proxy Statement”). The Merger Agreement provides that, among other things, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent as a result of the Merger (the “Surviving Company”).

 

As of the close of business on July 31, 2026, the record date for the Extraordinary General Meeting, there were 51,918,754 ordinary shares, par value of $0.00001 each, of Theravance Biopharma (“ordinary shares”) outstanding and entitled to vote. Each ordinary share was entitled to one vote with respect to each proposal at the Extraordinary General Meeting. A total of 41,086,774 ordinary shares were represented in person or by proxy, representing 79.14% of the ordinary shares entitled to vote at the Extraordinary General Meeting, which constituted a quorum to conduct business at the Extraordinary General Meeting. At the Extraordinary General Meeting, the Company’s shareholders were asked to consider and vote on the following matters:

 

·Proposal No. 1 — As a special resolution, to approve and authorize (a) the execution, delivery and performance by Theravance Biopharma of the Merger Agreement, a copy of which is included as Annex A to the Definitive Proxy Statement, and the other agreements or documents contemplated by the Merger Agreement or any document or instrument delivered in connection thereunder (collectively, the “Transaction Documents”) to which Theravance Biopharma is a party, (b) the Plan of Merger, substantially in the form included as Annex B to the Definitive Proxy Statement, (c) the merger of Theravance Biopharma with Merger Sub so that Theravance Biopharma will be the Surviving Company and all the undertaking, property and liabilities of Merger Sub vest in Theravance Biopharma by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands, (d) the amendment and restatement of the Amended and Restated Memorandum and Articles of Association of the Company by their deletion in their entirety and the substitution in their place of the amended and restated memorandum and articles of association in the form annexed as Schedule 2 of the Plan of Merger, (e) the increase of the authorized share capital of the Surviving Company from $2,002.30 divided into 200,000,000 ordinary shares of a nominal or par value of $0.00001 each and 230,000 preferred shares of a nominal or par value of $0.00001 each to $50,000.00 divided into 50,000 ordinary shares of a nominal or par value of $1.00 each as provided by the Plan of Merger, and (f) the consummation of the transactions contemplated by the Merger Agreement and the Contingent Value Rights Agreement, in the form attached as Exhibit A to the Merger Agreement and included as Annex C to the Definitive Proxy Statement (collectively, the “Transactions”) (including the Merger), upon the terms and subject to the conditions set forth therein (the “Merger Proposal”).

 

·Proposal No. 2 — As an ordinary resolution, to approve, on a non-binding, advisory basis, the compensation that will or may become payable to the named executive officers of Theravance Biopharma in connection with the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the section of the Definitive Proxy Statement captioned “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger — Potential Payments to Executive Officers upon Termination in Connection with a Change in Control,” including the tables under the section of the Definitive Proxy Statement captioned “Golden Parachute Compensation” (the “Advisory Merger-Related Compensation Proposal”).

 

 

 

 

·Proposal No. 3 — As an ordinary resolution, that the Extraordinary General Meeting be adjourned to a later date or dates to be determined by the chairperson of the Extraordinary General Meeting, if necessary, (a) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient votes to approve the Merger Proposal, (b) to the extent necessary, to ensure that any required supplement or amendment to the accompanying proxy statement is provided to Theravance Biopharma shareholders, (c) if, as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Extraordinary General Meeting or (d) if required by law (the “Adjournment Proposal”).

 

Based on the final, certified voting report provided by the independent inspector of election, the Company’s shareholders approved the Merger Proposal and the Advisory Merger-Related Compensation Proposal. The table below sets forth the voting results for each proposal.

 

Proposal 1 – The Merger Proposal

 

Votes For   Votes Against   Abstentions
40,993,370   8,671   84,733

 

The Merger Proposal was approved by the holders of more than two-thirds of the ordinary shares, which satisfies one of the closing conditions under the Merger Agreement for consummation of the Merger.

 

Proposal 2 – The Advisory Merger-Related Compensation Proposal

 

Votes For   Votes Against   Abstentions
40,587,829   470,381   28,564

 

The Advisory Merger-Related Compensation Proposal was approved by the requisite vote of Company shareholders required to approve such proposal.

 

Proposal 3 – The Adjournment Proposal

 

As a quorum was present and there were sufficient votes to approve the Merger Proposal, the Adjournment Proposal was unnecessary and the vote on the Adjournment Proposal was not determined.

 

Because none of the proposals before the Extraordinary General Meeting were “routine” matters, there were no broker non-votes occurring in connection with these proposals at the Extraordinary General Meeting. No other business properly came before the Extraordinary General Meeting.

 

Subject to the satisfaction or waiver of all of the conditions to the closing of the Merger in the Merger Agreement, the Merger is expected to be completed on or about September 23, 2026.

 

 

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of federal securities laws, including safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934, as amended. Such forward-looking statements involve risks, uncertainties, and assumptions. All statements in this report, other than statements of historical facts, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, intentions, designs, expectations, and objectives are forward-looking statements. The words “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “designed,” “developed,” “drive,” “estimate,” “expect,” “forecast,” “goal,” “indicate,” “intend,” “may,” “mission,” “opportunities,” “plan,” “possible,” “potential,” “predict,” “project,” “pursue,” “represent,” “seek,” “suggest,” “should,” “target,” “will,” “would,” and similar expressions (including the negatives thereof) are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements reflect our current views with respect to future events or our future financial performance, are based on assumptions, projections, estimates, expectations and beliefs, and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. No forward-looking statement can be guaranteed. Actual results may differ materially from current expectations because of numerous risks and uncertainties including, but not limited to, (i) when the contingent consideration under the CVR Agreement contemplated in connection with the proposed transaction will become payable, if at all, (ii) the risks inherent in the drug development process, including whether the development of the compound subject to the CVR Agreement contemplated in connection with the proposed transaction will be commercially successful, (iii) the risk that the expected benefits of the proposed transaction will not be realized, (iv) potential litigation relating to the proposed transaction that could be instituted against the Company or its directors or officers, including the effects of any outcomes related thereto, (v) any competing offers or acquisition proposals for the Company, (vi) the possibility that various conditions to the consummation of the proposed transaction may not be satisfied or waived and (vii) unanticipated difficulties or expenditures relating to the proposed transaction, the response of business partners and competitors to the announcement of the proposed transaction, including with respect to the Company’s collaboration with Viatris, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction and (viii) risks related to potential restructuring activities in connection with the proposed transaction, including disruptions to the Company’s recognition or utilization of certain tax attributes. Forward-looking statements in this Current Report on Form 8-K should be evaluated together with the many uncertainties that affect the Company’s business, particularly the risk factors discussed in Part I, Item 1A of the Company’s most recent Annual Report on Form 10-K under the heading “Risk Factors,” and Parent’s business, particularly the risk factors discussed in Part I, Item 1A of Parent’s most recent Annual Report on Form 10-K under the heading “Risk Factors,” as well as other documents that may be filed by the Company or Parent from time to time with the SEC. Neither the Company nor Parent undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. The forward-looking statements made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made.

 

 

 

 

SIGNATURE

 

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 hereunto duly authorized.

 

  THERAVANCE BIOPHARMA, INC.
     
Date: September 18, 2026 By: /s/ Brett Grimaud
    Brett Grimaud
    General Counsel

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

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