Theravance Biopharma Inc 2026年季度报告

(Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 THERAVANCE BIOPHARMA,INC.(Exact Name of Registrant as Specified in its Charter) (650) 808-6000 (Registrant’s Telephone Number,Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or15(d)of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that theregistrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File requiredto be submitted pursuant to Rule405 of RegulationS-T (§ 232.405 of this chapter)during the preceding 12months (orfor such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-acceleratedfiler, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. LargeAcceleratedFiler☐Accelerated Filer☐Non-acceleratedFiler☒ Smaller Reporting Company☒Emerging GrowthCompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the ExchangeAct).Yes☐No☒ As of July 31, 2026, the number of the registrant’s outstanding ordinary shares was 51,918,754. THERAVANCE BIOPHARMA,INC.TABLE OF CONTENTS PageNo. PART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)3Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 20253Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for thethree and six months ended June 30, 2026 and 20254Condensed Consolidated Statements of Shareholders’ Equity for the three and six monthsended June 30, 2026 and 20255Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and20256Notes to Condensed Consolidated Financial Statements7Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item 3. Quantitative and Qualitative Disclosures About Market Risk30Item 4. Controls and Procedures31PART II. OTHER INFORMATIONItem 1. Legal Proceedings31Item 1A. Risk Factors32Item 6. Exhibits66Signatures67 PARTI. FINANCIAL INFORMATIONITEM1.FINANCIAL STATEMENTS THERAVANCE BIOPHARMA,INC.CONDENSED CONSOLIDATED BALANCE SHEETS(Unaudited)(In thousands, except per share data) THERAVANCE BIOPHARMA,INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME(LOSS)(Unaudited)(In thousands, except per share data) (2) Restructuring expenses were comprised of the following: THERAVANCE BIOPHARMA,INC.CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY(Unaudited)(In thousands) THERAVANCE BIOPHARMA,INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)(In thousands) THERAVANCE BIOPHARMA,INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) 1. Organization and Summary of Significant Accounting Policies Theravance Biopharma, Inc. (“Theravance Biopharma” or the “Company”) is abiopharmaceutical company primarily focused on the development and commercialization of medicines.The Company’s focus is to delivermedicines that make a difference®in people's lives. Agreement to be Acquired by Zymeworks Inc. On June 28, 2026, the Company entered into an Agreement and Plan of Merger with ZymeworksInc., a Delaware corporation (“Zymeworks”), and Zymeworks Merger Sub 1, an exempted company withlimited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary ofZymeworks (“Merger Sub”). Such Agreement and Plan of Merger, as may be amended, supplemented andrestated from time to time, including the disclosure letters thereto, is referred to herein as the “MergerAgreement.” Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the“Merger”), with the Company continuing as the surviving company and becoming a wholly ownedsubsidiary of Zymeworks as a result of the Merger. For additional information regarding the Merger andthe terms of the Merger Agreement, see Part I, Item 2. “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations,” and Part II, Item 1A. “Risk Factors” included in thisreport, (ii) the Current Report on Form 8-K that the Company filed with the SEC on June 29, 2026 and (iii)the definitive proxy statement and other relevant materials in connection wi