Theravance Biopharma, Inc. filings document operating results, material events, governance matters, and portfolio disclosures for a Cayman Islands biopharmaceutical issuer. Form 8-K reports furnish quarterly and annual financial updates, YUPELRI collaboration revenue, business updates, Regulation FD materials, and financial-condition disclosures tied to the company’s therapeutics business.
The filing record also covers product and intellectual-property matters, including a Hatch-Waxman settlement resolving ANDA patent litigation involving YUPELRI® (revefenacin) inhalation solution. Other disclosures address the ampreloxetine Phase 3 CYPRESS outcome, costs associated with organizational restructuring and program wind-down activities, annual general meeting voting matters, director elections, and proxy governance.
Theravance Biopharma, Inc. (TBPH) became a wholly owned subsidiary of Zymeworks Inc. on September 23, 2026, when the merger took effect. Aine Miller, SVP, DEV & HEAD OF IRE OFFICE, reported that 93,108 ordinary shares were canceled for $17 cash and one contingent value right (CVR) per share; RSU awards covering 96,718 ordinary shares were converted under the same per-share terms, subject to required tax withholding.
Miller also reported cancellation of 37,500 options with a $25.42 exercise price. Because that price exceeded the $17 cash consideration, the options ceased to exist without consideration. Each CVR is non-tradeable and may pay cash based on commercial milestones after the merger. No Rule 10b5-1 plan is reported.
Theravance Biopharma, Inc. reported that SVP, General Counsel and Secretary Brett A. Grimaud disposed of 223,917 ordinary shares on September 23, 2026. In the merger, each share was canceled for the right to receive $17.00 in cash, without interest, and one non-tradeable contingent value right (CVR) tied to commercial milestones.
The reported award-related dispositions covered 107,812 shares underlying restricted stock units and 23,439 shares underlying performance restricted stock units. The awards were canceled for cash calculated at $17.00 per underlying share, plus one CVR per share; performance-unit consideration applied to shares still outstanding and unreleased immediately before the merger.
Theravance Biopharma, Inc. (symbol: TBPH) is the issuer of record for a Form 4 filing submitted to the SEC. Farnum Rhonda reported disposition transactions in this Form 4 filing.
Theravance Biopharma, Inc. SVP, COMM & MEDICAL AFFAIRS Rhonda Farnum’s 124,414 ordinary shares were cancelled at the September 23, 2026 merger effective time and converted into the right to receive $17.00 cash per share, without interest, plus one non-tradeable contingent value right (CVR) per share. Her 89,062 shares underlying restricted stock unit awards were also converted into cash and CVRs. A 150,000-share option with a $25.64 exercise price was cancelled without consideration because its exercise price exceeded the $17.00 per-share cash consideration. The merger made Theravance Biopharma a wholly owned subsidiary of Zymeworks Inc. No Rule 10b5-1 plan is reported.
Theravance Biopharma, Inc. was named in Nasdaq Stock Market LLC’s notice to remove its ordinary shares from listing and registration on Nasdaq. Nasdaq certified that it had complied with its rules to strike the class; the notice also states that the issuer complied with requirements governing voluntary withdrawal.
Theravance Biopharma, Inc. (TBPH) completed its merger with Zymeworks Inc. on September 23, 2026, and became Zymeworks’ wholly owned subsidiary. Each outstanding ordinary share ceased to carry shareholder rights except the right to receive the Per Share Merger Consideration.
Eligible holders receive one contingent value right (CVR) per ordinary share and per underlying share of Company Options, RSUs and PSUs converted into merger consideration. Each CVR may entitle its holder to a pro rata share of 80% of Net License Proceeds, royalties equal to 10% of aggregate Net Sales of CVR Products, and $0.93 if a First Commercial Sale occurs in a Major Market by the License Expiration Date, 10 years after Closing. The agreement says CVR payments are highly speculative and gives no assurance a license, milestone or payment will occur.
Zymeworks financed the merger with cash on hand and new debt financing. Theravance requested Nasdaq suspend trading at the September 23 close and file Form 25; delisting will be effective 10 days after Form 25 is filed. It intends to file Form 15 after Form 25 becomes effective, requesting termination of registration and suspension of reporting obligations. Six directors resigned, including Rick E. Winningham, who also resigned as CEO; Kristin Stafford, Scott Platshon and Paul Schneider became directors.
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.
Theravance Biopharma, Inc. (TBPH) reported that officer Rhonda Farnum, Senior Vice President of Commercial and Medical Affairs, sold a total of 13,314 ordinary shares on September 15, 2026 in a series of open-market transactions at weighted average prices of about $17.03 per share, executed under a Rule 10b5-1 trading plan dated September 3, 2025. The trades were carried out in multiple lots within a price range from $17.02 to $17.06 per share.
Theravance Biopharma, Inc. (TBPH) has an officer, Rhonda Farnum, filing a notice of proposed sale under Rule 144 for 13,314 shares of common stock. The shares are to be sold through Morgan Stanley Smith Barney LLC on NASDAQ, with an aggregate market value of $226,793.34 as of the notice.
The shares were acquired from the issuer as vested restricted stock and Performance Shares during the period from August 20, 2023 through February 20, 2025. Shares outstanding for the class listed in the notice total 51,918,754.
Theravance Biopharma, Inc. (TBPH) reported additional details about the pending merger with Zymeworks Inc. and voluntarily supplemented its definitive proxy statement for the September 18, 2026 shareholder meeting to approve the merger and related transactions.
The company describes an extensive sale process in 2025–2026 in which Lazard contacted 60 potential counterparties, 20 signed confidentiality agreements, 15 received management presentations and 12 conducted due diligence via a virtual data room. Lazard’s analysis used net debt of approximately $(385) million as of June 30, 2026 and about 54.9 million fully diluted ordinary shares, implying an equity value range of $15.25 to $16.25 per share. The filing also notes an amended engagement under which Evercore will receive a $7 million fee upon consummation of the merger.
The company discloses three shareholder complaints and 13 demand letters relating to alleged disclosure issues around the merger. While the company and other defendants deny the allegations and believe the matters are without merit, they are providing the supplemental disclosures to reduce litigation risk and avoid potential delay or disruption to the merger.
Theravance Biopharma, Inc. (TBPH) reported detailed Phase 3 CYPRESS Study 0197 results for ampreloxetine in patients with symptomatic neurogenic orthostatic hypotension associated with multiple system atrophy. The primary endpoint, change in OHSA composite score at week 8 during the double-blind randomized withdrawal period, was not statistically significant, and similar trends were seen in key secondary endpoints. Safety data from 129 open-label patients and 78 randomized-withdrawal patients showed ampreloxetine was generally well tolerated, with no deaths and limited serious adverse events. Post hoc analyses in a more narrowly defined symptomatic nOH population suggested coherent average treatment effects across OHSA, OHDAS and OHQ scores over weeks 2–8. After a Type B meeting in May 2026, the FDA indicated the existing data package would not support approval on its own but that an additional pivotal trial leveraging prior data could provide a potential path forward; the company has requested a Type C meeting to align on future study design.