{"url_path":"/sec/tbph/8-k/2026-06-29/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1583107/0001104659-26-078453-index.html","accession_number":"0001104659-26-078453","cik":"0001583107","ticker":"TBPH","issuer_name":"Theravance Biopharma, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1583107/0001104659-26-078453-index.html","primary_entity_key":"0001583107","primary_entity_name":"Theravance Biopharma, Inc."},"word_count":1251,"has_tables":true,"body_markdown":"Item 9.01.\nFinancial Statements and Exhibits.\n\n \n\n(d)        Exhibits.\n\n \n\n**Exhibit\nNo.**\n \n**Description**\n\n \n \n\n[2.1](tm2619064d1_ex2-1.htm)\n \n[Agreement and Plan of Merger, dated as of June 28, 2026, by and among Theravance Biopharma, Inc., Zymeworks Inc. and Zymeworks Merger Sub 1*](tm2619064d1_ex2-1.htm)\n\n[99.1](tm2619064d1_ex99-1.htm)\n \n[Press Release, issued on June 29, 2026](tm2619064d1_ex99-1.htm)\n\n[99.2](tm2619064d1_ex99-2.htm)\n \n[CEO Letter to Employees](tm2619064d1_ex99-2.htm)\n\n[99.3](tm2619064d1_ex99-3.htm)\n \n[FAQs for Employees](tm2619064d1_ex99-3.htm)\n\n104\n \nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n \n \n \n\n*\n\n \n\nThe schedules and exhibits to the Merger Agreement have been omitted\npursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.\n\n \n\n \n\n \n\n \n\n**Cautionary Statement Regarding Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K includes “forward-looking statements”\nwithin the meaning of federal securities laws, including safe harbor provisions of the Private Securities Litigation Reform Act of 1995,\nSection 27A of the Securities Act and Section 21E of the Exchange Act, as amended. Such forward-looking statements involve risks, uncertainties,\nand assumptions. All statements in this report, other than statements of historical facts, including statements regarding our strategy,\nfuture operations, future financial position, future revenues, projected costs, prospects, plans, intentions, designs, expectations, and\nobjectives are forward-looking statements. The words “aim,” “anticipate,” “assume,” “believe,”\n“contemplate,” “continue,” “could,” “designed,” “developed,” “drive,”\n“estimate,” “expect,” “forecast,” “goal,” “indicate,” “intend,”\n“may,” “mission,” “opportunities,” “plan,” “possible,” “potential,”\n“predict,” “project,” “pursue,” “represent,” “seek,” “suggest,”\n“should,” “target,” “will,” “would,” and similar expressions (including the negatives\nthereof) are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.\nThese statements reflect our current views with respect to future events or our future financial performance, are based on assumptions,\nprojections, estimates, expectations and beliefs, and involve known and unknown risks, uncertainties and other factors which may cause\nour actual results, performance or achievements to be materially different from any future results, performance or achievements expressed\nor implied by the forward-looking statements. No forward-looking statement can be guaranteed. Actual results may differ materially from\ncurrent expectations because of numerous risks and uncertainties including, but not limited to, (i) the approval of the Company’s\nshareholders for the proposed transaction, which may be delayed or may not be obtained, (ii) when the contingent consideration under the\nCVR Agreement will become payable, if at all, (iii) the risks inherent in the drug development process, including whether the development\nof the compound subject to the CVR Agreement will be commercially successful, (iv) the risk that the expected benefits of the proposed\ntransaction will not be realized, (v) potential litigation relating to the proposed transaction that could be instituted against the Company\nor its directors or officers, including the effects of any outcomes related thereto, (vi) any competing offers or acquisition proposals\nfor the Company, (vii) the possibility that various conditions to the consummation of the proposed transaction may not be satisfied or\nwaived and (viii) unanticipated difficulties or expenditures relating to the proposed transaction, the response of business partners and\ncompetitors to the announcement of the proposed transaction, including with respect to the Company’s collaboration with Viatris,\nand/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction and (ix)\nrisks related to potential restructuring activities in connection with the proposed transaction, including disruptions to the Company’s\nrecognition or utilization of certain tax attributes. The actual financial impact of the proposed transaction may differ from the expected\nfinancial impact described in this Current Report on Form 8-K. In addition, the compounds described in this Current Report on Form 8-K\nare subject to all the risks inherent in the drug development process, and there can be no assurance that the development of these compounds\nwill be commercially successful. Forward-looking statements in this Current Report on Form 8-K should be evaluated together with the many\nuncertainties that affect the Company’s business, particularly the risk factors discussed in Part I, Item 1A of the Company’s\nmost recent Annual Report on Form 10-K under the heading “Risk Factors,” and Parent’s business, particularly the risk\nfactors discussed in Part I, Item 1A of Parent’s most recent Annual Report on Form 10-K under the heading “Risk Factors,”\nas 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\nany obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. The\nforward-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.\n\n \n\n**Important Additional Information and Where\nto Find It**\n\n** **\n\nIn connection with the proposed transaction involving\nthe Company and Parent, the Company intends to file a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”)\nwith the SEC. The Definitive Proxy Statement and proxy card will be delivered to the shareholders of the Company in advance of the extraordinary\ngeneral meeting relating to the proposed transaction. This communication is not a substitute for the Definitive Proxy Statement or any\nother document that may be filed by the Company with the SEC. THE COMPANY’S SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE DEFINITIVE\nPROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF THE COMPANY AND PARENT WITH THE SEC\nIN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION\nABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain a free copy\nof the Definitive Proxy Statement and such other documents containing important information about the Company and Parent, once such documents\nare filed with the SEC, through the website maintained by the SEC at www.sec.gov. The Company and Parent will make available free of charge\nat the Company’s website at https://investor.theravance.com/sec-filings and at Parent’s website at https://ir.zymeworks.com,\nrespectively, copies of materials they file with, or furnish to, the SEC.\n\n** **\n\n****\n\n \n\n \n\n** **\n\n**Participants in the Solicitation**\n\n \n\nThe Company and its directors, executive officers and certain employees\nmay be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed transaction.\nInformation regarding the Company’s directors and executive officers is contained in its definitive proxy statement for the 2026\nannual meeting of shareholders, which was filed with the SEC on April 28, 2026, including under the headings “Proposal One: Election\nof Directors,” “Proposal Three: Advisory Vote on Executive Compensation,” “Corporate Governance,” “Executive\nOfficers,” “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management.”\nTo the extent holdings of the Company’s securities its respective directors or executive officers have changed since the amounts\nset forth in such proxy statements, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form\n3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the identity of potential participants,\nand their direct and indirect interests, by security holdings or otherwise, will be included in the Definitive Proxy Statement relating\nto the proposed transaction when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s\nwebsite at www.sec.gov and the Company’s website at www.theravance.com.\n\n \n\n \n\n \n\n \n\n**SIGNATURE**\n\n \n\nPursuant to the requirements of the\nSecurities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly\nauthorized.\n\n \n\n \n**THERAVANCE BIOPHARMA, INC.**\n\n \n \n\nDate: June 29, 2026\nBy:\n/s/ Rick E Winningham\n\n \n \nRick E Winningham\n\n \n \nChief Executive Officer"}