Current Report Filing (8-k)
July 13 2022 - 3:56PM
Edgar (US Regulatory)
0001583107
false
0001583107
2022-07-13
2022-07-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
July 13, 2022
THERAVANCE BIOPHARMA, INC.
(Exact Name of Registrant as Specified in
its Charter)
Cayman Islands |
|
001-36033 |
|
98-1226638 |
(State or Other Jurisdiction of |
|
(Commission File Number) |
|
(I.R.S.
Employer Identification |
Incorporation) |
|
|
|
Number) |
PO Box 309
Ugland House, South Church Street
George Town, Grand Cayman, Cayman Islands KY1-1104
(650) 808-6000
(Addresses, including zip code, and telephone
number, 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:
¨ 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))
x Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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. ¨
On July 13, 2022, Theravance Biopharma, Inc., a
Cayman Islands exempted company (“TBPH” or the “Company”), issued a press release announcing entry into an
Equity Purchase and Funding Agreement (the “Purchase Agreement”) with Royalty Pharma Investments 2019 ICAV and is
holding a conference call regarding its entry into the Purchase Agreement. Copies of the press release and the materials that will
accompany the conference call are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report, respectively, and are
incorporated into this Current Report on Form 8-K by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains
and the conference call will contain certain "forward-looking" statements as that term is defined in the Private Securities
Litigation Reform Act of 1995 regarding, among other things, statements relating to goals, plans, objectives, expectations and future
events. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements
contained in Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of
1995. Examples of such statements include statements relating to: the expected closing of the transaction and the timing thereof, the
Company's goals, designs, strategies, plans and objectives, and the impact of the Company’s restructuring plan, ability to provide
value to shareholders, the timing of clinical studies, , the potential that the Company's research programs will progress product candidates
into the clinic, the Company's expectations regarding its allocation of resources, potential regulatory actions , product sales or profit
share revenue and the Company's expectations for its future financial performance and expectations as to future cash flows. These statements
are based on the current estimates and assumptions of the management of the Company as of the date of this press release and the conference
call and are subject to risks, uncertainties, changes in circumstances, assumptions and other factors that may cause the actual results
of the Company to be materially different from those reflected in the forward-looking statements. Important factors that could cause actual
results to differ materially from those indicated by such forward-looking statements include, among others, risks related to: whether
the milestone thresholds can be achieved, delays or difficulties in commencing, enrolling or completing clinical studies, the potential
that results from clinical or non-clinical studies indicate the Company's product candidates are unsafe, ineffective or not differentiated,
risks of decisions from regulatory authorities that are unfavorable to the Company, dependence on third parties to conduct clinical studies,
delays or failure to achieve and maintain regulatory approvals for product candidates, risks of collaborating with or relying on third
parties to discover, develop, manufacture and commercialize products, and risks associated with establishing and maintaining sales, marketing
and distribution capabilities with appropriate technical expertise and supporting infrastructure, ability to retain key personnel, the
impact of the Company’s restructuring actions on its employees, partners and others. In addition, while we expect the effects of
COVID-19 to continue to adversely impact our business operations and financial results, the extent of the impact on our ability to generate
revenue from YUPELRI® (revefenacin), and the value of and market for our ordinary shares, will depend on future developments that
are highly uncertain and cannot be predicted with confidence at this time. Other risks affecting the Company are in the Company’s
Form 10-Q filed with the SEC on May 6, 2022, and other periodic reports filed with the SEC. In addition to the risks described
above and in the Company’s filings with the SEC, other unknown or unpredictable factors also could affect the Company’s results.
No forward-looking statements can be guaranteed, and actual results may differ materially from such statements. Given these uncertainties,
you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update its forward-looking
statements on account of new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
The tender offer for the 3.25% Convertible Senior
Notes Due 2023 (the “Notes”) of the Company referenced in this document has not yet commenced. This document is for informational
purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other
securities. At the time the tender offer is commenced, the Company will file with the SEC a Tender Offer Statement on Schedule TO. The
solicitation and the offer to purchase the Notes will only be made pursuant to the offer to purchase and related documents filed with
such Schedule TO. COMPANY NOTEHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE AND CERTAIN OTHER TENDER
OFFER DOCUMENTS), AS IT MAY BE AMENDED FROM TIME TO TIME, WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Company noteholders and other
investors can obtain the Tender Offer Statement and other filed documents for free at the SEC’s website at www.sec.gov. Copies of
the documents filed with the SEC by the Company will be available free of charge on the Company’s website, investor.theravance.com,
under “SEC Filings” or by contacting the Company’s investor relations department at (650) 808-4045. In addition, Company
noteholders may obtain free copies of the tender offer materials by contacting the information agent for the tender offer that will be
named in the Tender Offer Statement.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
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.
Date: July 13, 2022 |
THERAVANCE BIOPHARMA, INC. |
|
|
|
By |
/s/ Andrew Hindman |
|
|
Andrew Hindman |
|
|
Senior Vice President and Chief Financial Officer |
Theravance Biopharma (NASDAQ:TBPH)
Historical Stock Chart
From Apr 2024 to May 2024
Theravance Biopharma (NASDAQ:TBPH)
Historical Stock Chart
From May 2023 to May 2024