Form 8-K

8-K — Theravance Biopharma, Inc.

Accession: 0001104659-26-108980

Filed: 2026-09-18

Period: 2026-09-18

CIK: 0001583107

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Submission of Matters to a Vote of Security Holders

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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): September 18, 2026

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    ¨

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 5.07. Submission of Matters to a Vote of Security Holders.

Theravance Biopharma, Inc. (“Theravance

Biopharma” or the “Company”) held an extraordinary general meeting on September 18, 2026 (the “Extraordinary

General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders were asked to consider and vote on

three proposals related to the Agreement and Plan of Merger, dated as of June 28, 2026 (as it may be amended, supplemented and restated

from time to time, the “Merger Agreement”), by and among the Company, Zymeworks Inc., a Delaware corporation (“Parent”),

and Zymeworks Merger Sub 1, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly

owned subsidiary of Parent (“Merger Sub”), each of which is described in further detail in the Company’s definitive

proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) and first mailed to shareholders

on or about August 21, 2026 (as amended and supplemented, the “Definitive Proxy Statement”). The Merger Agreement

provides that, among other things, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the

Company (the “Merger”), with the Company continuing as the surviving company and becoming a wholly owned subsidiary

of Parent as a result of the Merger (the “Surviving Company”).

As of the close of business on July 31,

2026, the record date for the Extraordinary General Meeting, there were 51,918,754 ordinary shares, par value of $0.00001 each, of Theravance

Biopharma (“ordinary shares”) outstanding and entitled to vote. Each ordinary share was entitled to one vote with

respect to each proposal at the Extraordinary General Meeting. A total of 41,086,774 ordinary shares were represented in person or by

proxy, representing 79.14% of the ordinary shares entitled to vote at the Extraordinary General Meeting, which constituted a quorum to

conduct business at the Extraordinary General Meeting. At the Extraordinary General Meeting, the Company’s shareholders were asked

to consider and vote on the following matters:

· Proposal No. 1 — As a special resolution, to approve and

authorize (a) the execution, delivery and performance by Theravance Biopharma of the Merger Agreement, a copy of which is included

as Annex A to the Definitive Proxy Statement, and the other agreements or documents contemplated by the Merger Agreement or any document

or instrument delivered in connection thereunder (collectively, the “Transaction Documents”) to which Theravance Biopharma

is a party, (b) the Plan of Merger, substantially in the form included as Annex B to the Definitive Proxy Statement, (c) the

merger of Theravance Biopharma with Merger Sub so that Theravance Biopharma will be the Surviving Company and all the undertaking, property

and liabilities of Merger Sub vest in Theravance Biopharma by virtue of such merger pursuant to the Companies Act (As Revised) of the

Cayman Islands, (d) the amendment and restatement of the Amended and Restated Memorandum and Articles of Association of the Company

by their deletion in their entirety and the substitution in their place of the amended and restated memorandum and articles of association

in the form annexed as Schedule 2 of the Plan of Merger, (e) the increase of the authorized share capital of the Surviving Company

from $2,002.30 divided into 200,000,000 ordinary shares of a nominal or par value of $0.00001 each and 230,000 preferred shares of a nominal

or par value of $0.00001 each to $50,000.00 divided into 50,000 ordinary shares of a nominal or par value of $1.00 each as provided by

the Plan of Merger, and (f) the consummation of the transactions contemplated by the Merger Agreement and the Contingent Value Rights

Agreement, in the form attached as Exhibit A to the Merger Agreement and included as Annex C to the Definitive Proxy Statement (collectively,

the “Transactions”) (including the Merger), upon the terms and subject to the conditions set forth therein (the “Merger

Proposal”).

· Proposal No. 2 — As an ordinary resolution, to approve,

on a non-binding, advisory basis, the compensation that will or may become payable to the named executive officers of Theravance Biopharma

in connection with the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the section of the Definitive Proxy Statement

captioned “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger — Potential

Payments to Executive Officers upon Termination in Connection with a Change in Control,” including the tables under the section

of the Definitive Proxy Statement captioned “Golden Parachute Compensation” (the “Advisory Merger-Related Compensation

Proposal”).

· Proposal No. 3 — As an ordinary resolution, that the Extraordinary

General Meeting be adjourned to a later date or dates to be determined by the chairperson of the Extraordinary General Meeting, if necessary,

(a) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General

Meeting, there are insufficient votes to approve the Merger Proposal, (b) to the extent necessary, to ensure that any required supplement

or amendment to the accompanying proxy statement is provided to Theravance Biopharma shareholders, (c) if, as of the time for which

the Extraordinary General Meeting is scheduled, there are insufficient ordinary shares represented (either in person or by proxy) to constitute

a quorum necessary to conduct business at the Extraordinary General Meeting or (d) if required by law (the “Adjournment

Proposal”).

Based on the final, certified voting report

provided by the independent inspector of election, the Company’s shareholders approved the Merger Proposal and the Advisory Merger-Related

Compensation Proposal. The table below sets forth the voting results for each proposal.

Proposal 1 – The Merger Proposal

Votes For

Votes Against

Abstentions

40,993,370

8,671

84,733

The Merger Proposal was approved by the holders

of more than two-thirds of the ordinary shares, which satisfies one of the closing conditions under the Merger Agreement for consummation

of the Merger.

Proposal 2 – The Advisory Merger-Related

Compensation Proposal

Votes For

Votes Against

Abstentions

40,587,829

470,381

28,564

The Advisory Merger-Related Compensation Proposal

was approved by the requisite vote of Company shareholders required to approve such proposal.

Proposal 3 – The Adjournment Proposal

As a

quorum was present and there were sufficient votes to approve the Merger Proposal, the Adjournment Proposal was unnecessary and the vote

on the Adjournment Proposal was not determined.

Because none of the proposals before the Extraordinary

General Meeting were “routine” matters, there were no broker non-votes occurring in connection with these proposals at the

Extraordinary General Meeting. No other business properly came before the Extraordinary General Meeting.

Subject to the satisfaction or waiver of all

of the conditions to the closing of the Merger in the Merger Agreement, the Merger is expected to be completed on or about September 23,

2026.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking

statements” within the meaning of federal securities laws, including safe harbor provisions of the Private Securities Litigation

Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934, as amended. Such

forward-looking statements involve risks, uncertainties, and assumptions. All statements in this report, other than statements of historical

facts, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects,

plans, intentions, designs, expectations, and objectives are forward-looking statements. The words “aim,” “anticipate,”

“assume,” “believe,” “contemplate,” “continue,” “could,” “designed,”

“developed,” “drive,” “estimate,” “expect,” “forecast,” “goal,”

“indicate,” “intend,” “may,” “mission,” “opportunities,” “plan,”

“possible,” “potential,” “predict,” “project,” “pursue,” “represent,”

“seek,” “suggest,” “should,” “target,” “will,” “would,” and similar

expressions (including the negatives thereof) are intended to identify forward-looking statements, although not all forward-looking statements

contain these identifying words. These statements reflect our current views with respect to future events or our future financial performance,

are based on assumptions, projections, estimates, expectations and beliefs, and involve known and unknown risks, uncertainties and other

factors which may cause our actual results, performance or achievements to be materially different from any future results, performance

or achievements expressed or implied by the forward-looking statements. No forward-looking statement can be guaranteed. Actual results

may differ materially from current expectations because of numerous risks and uncertainties including, but not limited to, (i) when

the contingent consideration under the CVR Agreement contemplated in connection with the proposed transaction will become payable, if

at all, (ii) the risks inherent in the drug development process, including whether the development of the compound subject to the

CVR Agreement contemplated in connection with the proposed transaction will be commercially successful, (iii) the risk that the expected

benefits of the proposed transaction will not be realized, (iv) potential litigation relating to the proposed transaction that could

be instituted against the Company or its directors or officers, including the effects of any outcomes related thereto, (v) any competing

offers or acquisition proposals for the Company, (vi) the possibility that various conditions to the consummation of the proposed

transaction may not be satisfied or waived and (vii) unanticipated difficulties or expenditures relating to the proposed transaction,

the response of business partners and competitors to the announcement of the proposed transaction, including with respect to the Company’s

collaboration with Viatris, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed

transaction and (viii) risks related to potential restructuring activities in connection with the proposed transaction, including

disruptions to the Company’s recognition or utilization of certain tax attributes. Forward-looking statements in this Current Report

on Form 8-K should be evaluated together with the many uncertainties that affect the Company’s business, particularly the risk

factors discussed in Part I, Item 1A of the Company’s most recent Annual Report on Form 10-K under the heading “Risk

Factors,” and Parent’s business, particularly the risk factors discussed in Part I, Item 1A of Parent’s most

recent Annual Report on Form 10-K under the heading “Risk Factors,” as 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 any obligation to publicly update any forward-looking

statement, whether as a result of new information, future events or otherwise. The forward-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.

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: September 18, 2026

By:

/s/ Brett Grimaud

Brett Grimaud

General Counsel

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