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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):
November 10, 2025
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
2.02. Results of Operations and Financial Condition.
On
November 10, 2025, Theravance Biopharma, Inc. (the “Company”) issued a press release and is holding a conference call regarding
its financial results for the quarter ended September 30, 2025, and a business update. A copy of the press release is furnished as Exhibit
99.1 to this Current Report and a copy of materials that will accompany the call is furnished as Exhibit 99.2 to this Current Report.
The
information in Item 2.02 and in Item 9.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and
shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Securities
Exchange Act of 1934”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as expressly set forth by specific
reference in such a filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| 99.1 | Press
Release dated November 10, 2025 |
| | 99.2 | Slide deck entitled Third Quarter 2025 Financial Results and Business Update |
| | 104 | Cover Page Interactive Data File (cover page XBRL tags embedded within the Inline XBRL document) |
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: November 10, 2025 | |
By: |
/s/
Aziz Sawaf |
| | |
|
Aziz Sawaf |
| | |
|
Senior Vice President and Chief
Financial Officer |
