Theravance Biopharma, Inc.
For the period ended Jun 30, 2026. Filed Aug 11, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 11, 2026
TBPH$17.030.0%Stored close · as of Sep 23, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001104659-26-056760
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001104659-26-093773
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 105 previous paragraphs and 123 current paragraphs.
58 unchanged; 38 reworded; 23 added; 4 removed; 5 previous and 4 current paragraphs rearranged.
Tables are not compared: 18 previous and 23 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (23)
Current report
between us and Zymeworks, while continuing certain targeted regulatory, scientific and intellectual property research and development activities to evaluate potential future regulatory and strategic opportunities and maximize the value of the program and related assets, including with respect to the CVR pursuant to the Merger Agreement (each defined below).
Current report
Agreement to be Acquired by Zymeworks
Current report
On June 28, 2026, the Company entered into an Agreement and Plan of Merger with Zymeworks 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 Zymeworks (“Merger Sub”). Such Agreement and Plan of Merger, as may be amended, supplemented and restated from time to time, including the disclosure letters thereto, is referred to herein as the “Merger Agreement.” 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 owned subsidiary of Zymeworks as a result of the Merger (the “Surviving Company”).
Current report
At the effective time of the Merger (the “Effective Time”), each ordinary share issued and outstanding immediately prior to the Effective Time (other than each ordinary share (i) owned by the Company as a treasury share or by any direct or indirect subsidiary of the Company immediately prior to or at the Effective Time, (ii) held by Zymeworks or any direct or indirect subsidiary of Zymeworks immediately prior to or at the Effective Time, and (iii) that is issued and outstanding immediately prior to the Effective Time and is held by a shareholder who has validly exercised and not withdrawn or lost such shareholder’s right to dissent from the Merger pursuant to Section 238 of the Companies Act (As Revised) of the Cayman Islands) will be canceled and converted into the right to receive (i) $17.00 in cash, without interest and less any applicable withholding taxes (the “Per Share Cash Consideration”), and (ii) one contingent value right per ordinary share (each, a “CVR”), which will represent the right to receive a contingent payment equal to the CVR Payment Amount (as described below), if any, at the times and subject to the terms and conditions provided for in the Merger Agreement and the CVR Agreement (as defined in the Merger Agreement), in cash, without interest and less any applicable withholding taxes. Each CVR represents the contingent right to receive, subject to the terms and conditions of the Merger Agreement and the CVR Agreement:
Current report
Commercial Sale Milestone Payment, the “CVR Payment Amount” and, together with the Per Share Cash Consideration, the “Per Share Merger Consideration”) received by Zymeworks or its affiliates (including the Surviving Company), if any, on a country-by-country basis, from the date of the first commercial sale until the later of the tenth anniversary of such date, patent expiration or the loss of exclusivity.
Current report
The CVRs and the possibility of receiving any payment pursuant to the CVRs are highly speculative and subject to numerous factors outside the control of Zymeworks or its affiliates. There can be no assurance that any transaction that may give rise to any payment pursuant to the CVRs will be executed or that any payment pursuant to the CVRs will ever be paid.
Current report
The consummation of the Merger is subject to certain customary closing conditions, including, among others, (i) approval of the Merger Agreement by the affirmative vote of holders of ordinary shares representing at least two-thirds of the ordinary shares who, being entitled to do so, attend in person or by proxy and vote as a single class at an extraordinary general meeting where a quorum is present, (ii) the absence of a law or order remaining in effect which prohibits, restrains, makes illegal or enjoins the consummation of the Merger, (iii) the expiration or termination of the waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to the Merger, (iv) the accuracy of the parties’ respective representations and warranties contained in the Merger Agreement (subject in certain instances to customary materiality thresholds), (v) the performance of the parties’ respective covenants contained in the Merger Agreement in all material respects, and (vi) solely as relates to Zymeworks’ obligation to consummate the Merger, the absence of any Material Adverse Effect (as defined in the Merger Agreement).
Current report
Entry into the Merger Agreement was the culmination of a comprehensive strategic review process conducted by the Strategic Review Committee of our Board of Directors. The Merger is currently expected to be consummated in the second half of 2026. If the Merger is completed, the Company will continue its operations as a privately held company and will be a wholly owned subsidiary of Zymeworks and our ordinary shares will no longer be listed on the Nasdaq Global Market. The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on June 29, 2026 and is incorporated herein by reference. For additional information regarding the Merger and the terms of the Merger Agreement, see also the definitive proxy statement on Schedule 14A to be filed with the SEC (as it may be amended or supplemented from time to time).
Current report
As a result of the CYPRESS study results, we have decided to wind down the CYPRESS program, subject to certain restrictions set forth in the Merger Agreement between us and Zymeworks, while continuing certain targeted regulatory, scientific and intellectual property research and development activities to evaluate potential future regulatory and strategic opportunities and maximize the value of the program and related assets, including with respect to the CVR pursuant to the Merger Agreement. Although the Phase 3 CYPRESS Study did not meet its primary endpoint, analysis of the overall dataset provided additional lines of evidence supporting a potential pharmacologic and clinically meaningful treatment effect of ampreloxetine. We held a Type B meeting with the FDA regarding the interpretation of the complete Phase 3 CYPRESS Study dataset, at which the agency indicated that, while the existing clinical data package would not support approval on the current data, an additional pivotal trial leveraging data from the previous studies could offer a potential path forward, subject to the opportunities, challenges and uncertainties associated with further clinical development. We have requested a Type C meeting to discuss the design of a future clinical study, including the extent of regulatory flexibility the FDA may consider appropriate, to support a potential future marketing application.
Current report
For the three and six months ended June 30, 2025, we also recognized $7.5 million in licensing revenue related to YUPELRI’s regulatory approval by China’s National Medical Products Administration (“NMPA”) in June 2025.
Current report
SG&A expenses, as compared to the prior year comparable periods, were as follows:
Current report
Second quarter of 2026 G&A expenses (excluding SBC) decreased by $2.6 million, or 32% compared to the prior year period and was primarily due to cost savings associated with the Restructuring. SM&M expenses (excluding SBC) decreased by $1.7 million, or 25%, in the second quarter of 2026 compared to the prior year period and was primarily due to lower pre-commercial launch expenses related to the winding down of the CYPRESS program.
Current report
Restructuring expenses, as compared to the prior year comparable periods, were as follows:
Current report
Transaction-Related Expenses
Current report
Transaction-related expenses, as compared to the prior year comparable periods, were as follows:
Current report
On June 28, 2026, we entered into the Merger Agreement. The Merger is currently expected to be consummated in the second half of 2026, subject to approval by our shareholders, receipt of applicable regulatory approvals and satisfaction of other customary closing conditions.
Current report
For the three and six months ended June 30, 2026, we incurred $6.1 million in transaction-related expenses primarily related to legal and financial advisory services in respect of the Merger. We expect to incur additional material
Current report
transaction-related expenses during the second half of 2026.
Current report
Net Gain on Realized Contingent Milestone and Royalty Assets
Current report
Net gain on realized contingent milestone and royalty assets, as compared to the prior year comparable periods, was as follows:
Current report
For the three and six months ended June 30, 2025, we recognized a $75.1 million net gain on contingent milestone and royalty assets resulting from the sale of our TRELEGY royalties to GSK. This net gain reflects the total cash proceeds of $225.0 million from GSK, less (i) the contingent milestone and royalty assets carrying value of $144.2 million and (ii) transaction costs of $5.7 million.
Current report
Although we sold the future royalties related to TRELEGY, we retained the right to receive the potential remaining $100.0 million in Milestone Payments from Royalty Pharma if certain TRELEGY global net sales thresholds are achieved in 2026.
Current report
On June 28, 2026, we entered into the Merger Agreement whereby we agreed to be acquired by Zymeworks. In the Merger Agreement, we have agreed to various covenants, including, among others, agreements to use commercially reasonable efforts to conduct our business in the ordinary course of business in all material respects from the date of the Merger Agreement until the earlier of the Effective Time and the valid termination of the Merger Agreement in accordance with its terms. Outside of certain limited exceptions, we may not take, authorize, or agree or commit to take, certain actions without Zymeworks’ consent, including, but not limited to, (i) acquiring businesses and disposing significant assets, (ii) incurring capital expenditures above specified thresholds, (iii) issuing equity, (iv) incurring indebtedness and (v) repurchasing or paying dividends on ordinary shares. We do not believe these restrictions will prevent us from meeting our obligations, ongoing costs of operations, working capital needs or capital expenditure requirements. In addition, if the Merger Agreement is terminated under certain specified circumstances, each of the Company and Zymeworks is required to pay the other party a termination fee of $32.5 million.
Removed paragraphs (4)
Previous report
As a result of the CYPRESS study results, we have decided to wind down the ampreloxetine program. As we proceed with the orderly wind down of the ampreloxetine program, we will complete additional analyses of the CYPRESS dataset and Phase 3 program, in consultation with external experts, to inform any regulatory engagement in the context of the Committee’s ongoing strategic review. This assessment is intended to provide us with additional clarity regarding any remaining value in ampreloxetine for our shareholders. There can be no assurance as to the outcome of any regulatory engagement.
Previous report
SG&A expenses, as compared to the prior year comparable period, were as follows:
Previous report
Restructuring expenses, as compared to the prior year comparable period, were as follows:
Previous report
NM: Not Meaningful
Reworded paragraphs (38)
Previous wording
“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, 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. We may not actually achieve the plans, intentions, expectations or objectives disclosed in our forward-looking statements and the assumptions underlying our forward-looking statements may prove incorrect. Therefore, you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations, and objectives disclosed in the forward-looking statements that we make. Factors that we believe could cause actual results or events to differ materially from our forward-looking statements include, but are not limited to, those discussed in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2025. Our forward-looking statements in this report are based on current expectations, and we do not assume any obligation to update any forward-looking statements for any reason, even if new information becomes available in the future. When used in this report, all references to “Theravance Biopharma”, the “Company”, or “we” and other similar pronouns refer to Theravance Biopharma, Inc. collectively with its subsidiaries.
Current wording
You should read the following discussion in conjunction with our condensed consolidated financial statements (unaudited) and related notes included elsewhere in this report. This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements involve risks, uncertainties, and assumptions. All statements in this report, other than statements of historical facts, including, without limitation, the statements in Note 1 of the Notes to Condensed Consolidated Financial Statements, Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part II, Item 1A. “Risk Factors” included in this Form 10-Q regarding the pending merger of a wholly owned subsidiary ofZymeworks Inc. (“Zymeworks”) with and intoTheravance Biopharma, Inc. (“we,” “our,” “Theravance Biopharma” or the “Company”), with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Zymeworks as a result of the merger*, and 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, 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. We may not actually achieve the plans, intentions, expectations or objectives disclosed in our forward-looking statements and the assumptions underlying our forward-looking statements may prove incorrect. Therefore, you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations, and objectives disclosed in the forward-looking statements that we make. Factors that we believe could cause actual results or events to differ materially from our forward-looking statements include, but are not limited to those discussed in “Risk Factors,” “Management’s Discussion an…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
Theravance Biopharma, Inc. (“we,” “our,” “Theravance Biopharma” or the “Company”) is a biopharmaceutical company primarily focused on the development and commercialization of medicines. Our focus is to delivermedicines that make a difference® in people’s lives.
Current wording
Theravance Biopharma is a biopharmaceutical company primarily focused on the development and commercialization of medicines. Our focus is to delivermedicines that make a difference® in people’s lives.
Previous wording
Significant Developments - First Quarter of 2026
Current wording
Significant Developments - First Half of 2026
Previous wording
On March 3, 2026, we announced that our ampreloxetine Phase 3 clinical study (CYPRESS) in development for the treatment of symptomatic neurogenic orthostatic hypotension in patients with multiple system atrophy did not meet its primary endpoint in the Orthostatic Hypotension Symptom Assessment composite score. As a result of this outcome, we are in the process of winding down the ampreloxetine program.
Current wording
On March 3, 2026, we announced that our ampreloxetine Phase 3 clinical study (CYPRESS) in development for the treatment of symptomatic neurogenic orthostatic hypotension in patients with multiple system atrophy did not meet its primary endpoint in the Orthostatic Hypotension Symptom Assessment composite score. As a result of this outcome, we are winding down the CYPRESS program, subject to certain restrictions set forth in the Merger Agreement
Previous wording
In connection with the CYPRESS study results, the Strategic Review Committee of our Board of Directors (the "Committee") is accelerating its ongoing review of alternatives to maximize value for shareholders. Since its formation in 2024, the Committee has been working on an ongoing basis with Lazard, its independent financial advisor, to evaluate opportunities available to the Company, including under multiple potential outcomes for the CYPRESS study. Building upon this work, the Committee is acting with urgency to evaluate a broad range of value maximizing and tax efficient alternatives, including but not limited to a sale of the Company. There can be no assurance that the Committee's strategic review process will result in any transaction. We do not intend to disclose further developments on this review process unless and until it determines that such disclosure is appropriate or necessary. As we proceed with the orderly wind down of the ampreloxetine program, we will complete additional analyses of the CYPRESS dataset and Phase 3 program, in consultation with external experts, to inform any regulatory engagement in the context of the Committee’s ongoing strategic review. This assessment is intended to provide the Committee with additional clarity regarding any remaining value in ampreloxetine for our shareholders. There can be no assurance as to the outcome of any regulatory engagement or its impact on the Committee’s evaluation of alternatives.
Current wording
In connection with the CYPRESS study results, the Strategic Review Committee of our Board of Directors (the "Committee") accelerated its ongoing review of alternatives to maximize value for shareholders. Since its formation in 2024, the Committee has been working on an ongoing basis with Lazard, its independent financial advisor, to evaluate opportunities available to the Company, including under multiple potential outcomes for the CYPRESS study. Building upon this work, the Committee has been acting with urgency to evaluate a broad range of value maximizing and tax efficient alternatives, including but not limited to a sale of the Company.
Previous wording
While the Committee accelerates its review, we are implementing an organizational restructuring (the “Restructuring”) to streamline costs and align our resources with our commercial focus on YUPELRI. The Restructuring involves winding down our R&D function and significantly reducing our G&A function. The Restructuring is expected to reduce operating expenses by approximately 60%, relative to 2025 operating expenses of $111.1 million. The full run-rate cost savings of approximately $70 million are expected to be realized beginning in the third quarter of 2026.
Current wording
Beginning in March 2026, we began implementing an organizational restructuring (the “Restructuring”) to streamline costs and align our resources with our commercial focus on YUPELRI. The Restructuring involves winding down our R&D function and significantly reducing our G&A function. The Restructuring is expected to reduce operating expenses by approximately 60%, relative to 2025 operating expenses of $111.1 million. The full run-rate cost savings of approximately $70 million are expected to be realized beginning in the second half of 2026.
Previous wording
registrational filing for YUPELRI in China, andin June 2025, we announced that Viatris had secured regulatory approval from China’s National Medical Products Administration (“NMPA”) for YUPELRI. The regulatory approval triggered a one-time $7.5 million milestone payment from Viatris which we received in July 2025. Viatris is responsible for all aspects of development and commercialization of YUPELRI in the China Region, including pre- and post-launch activities and product registration and all associated costs.
Current wording
In 2019, we granted Viatris exclusive development and commercialization rights to nebulized revefenacin in China and adjacent territories, which include the Hong Kong SAR, the Macau SAR, and Taiwan (collectively, the “China Region”). In November 2023, we learned that Viatris’ Phase 3 study of YUPELRI in China was positive, and the data were consistent with previous findings of YUPELRI’s strong efficacy. In June 2024, Viatris completed a registrational filing for YUPELRI in China, andin June 2025, we announced that Viatris had secured regulatory approval from China’s National Medical Products Administration (“NMPA”) for YUPELRI. The regulatory approval triggered a one-time $7.5 million milestone payment from Viatris which we received in July 2025. Viatris is responsible for all aspects of development and commercialization of YUPELRI in the China Region, including pre- and post-launch activities and product registration and all associated costs.
Previous wording
On March 3, 2026, we announced that the CYPRESS study did not meet its primary endpoint in the OHSA composite score. The primary endpoint, the change in OHSA composite score at Week 8 during the double-blind randomized withdrawal period, was not statistically significant. Similar trends were observed in the secondary endpoints at week 8. Changes in blood pressure, heart rate and norepinephrine levels confirmed a consistent pressor effect and reaffirmed ampreloxetine's biological activity. Ampreloxetine was generally well tolerated, with safety findings consistent with prior studies, including no signal of worsening of supine hypertension.
Current wording
On March 3, 2026, we announced that the CYPRESS study did not meet its primary endpoint in the OHSA composite score. The primary endpoint, the change in OHSA composite score at Week 8 during the double-blind randomized withdrawal period, was not statistically significant. Similar trends were observed in the secondary endpoints
Previous wording
From and after January 1, 2023, for any calendar year starting with the year ended December 31, 2023 and ending with the year ending December 31, 2026, upon certain milestone minimum royalty amounts for TRELEGY being met, Royalty Pharma is obligated to make certain cash payments to us (the “Milestone Payments(s)”). In February 2025, we were informed by Royalty Pharma that the 2024 minimum royalty amount for TRELEGY was achieved based on $3.46 billion of 2024 TRELEGY global net sales, and we received the maximum $50.0 million Milestone Payment from Royalty Pharma in February 2025. Furthermore, in February 2026, we were informed by Royalty Pharma that the 2025
Current wording
From and after January 1, 2023, for any calendar year starting with the year ended December 31, 2023 and ending with the year ending December 31, 2026, upon certain milestone minimum royalty amounts for TRELEGY being met, Royalty Pharma is obligated to make certain cash payments to us (the “Milestone Payments(s)”). In February 2025, we were informed by Royalty Pharma that the 2024 minimum royalty amount for TRELEGY was achieved based on $3.46 billion of 2024 TRELEGY global net sales, and we received the maximum $50.0 million Milestone Payment from Royalty Pharma in February 2025. Furthermore, in February 2026, we were informed by Royalty Pharma that the 2025 minimum royalty amount for TRELEGY was also achieved based on $3.91 billion of 2025 TRELEGY global net sales, and we received the maximum $50.0 million Milestone Payment from Royalty Pharma in February 2026.
Previous wording
Achievement of either the $50.0 million or $100.0 million milestone in 2026 would not require an increase in global net sales compared to 2025, as the $3.91 billion in global net sales achieved in 2025 exceeds the thresholds necessary to trigger either Milestone Payment in 2026. Total 2025 TRELEGY global net sales represented a 13% increase compared to 2024, and TRELEGY is currently expected to generate global sales of $4.2 billion in 2026 according to consensus estimates. TRELEGY global net sales for the three months ended March 31, 2026 were $873 million which represented a 2% year-over-year growth.
Current wording
Achievement of either the $50.0 million or $100.0 million milestone in 2026 would not require an increase in global net sales compared to 2025, as the $3.91 billion in global net sales achieved in 2025 exceeds the thresholds necessary to trigger either Milestone Payment in 2026. Total 2025 TRELEGY global net sales represented a 13% increase compared to 2024. TRELEGY global net sales for the three and six months ended June 30, 2026 were $1.0 billion and $1.9 billion, respectively.
Previous wording
The TRELEGY Royalty Sales Agreement transaction represented the first outcome of the ongoing efforts of the Committee to assess all strategic alternatives available to us to unlock shareholder value. We remain focused on disciplined capital allocation and returning excess cash to shareholders, and the Committee is continuing to evaluate a range of alternatives to further enhance shareholder value, though there can be no assurance that additional transactions will occur.
Current wording
The TRELEGY Royalty Sales Agreement transaction represented the first outcome of the ongoing efforts of the Committee to assess all strategic alternatives available to us to unlock shareholder value.
Previous wording
In periods in which updated estimates of the amount or timing of future royalty payments results in the undiscounted cash flows payable to be less than the current net carrying amount of the debt, we cease the recognition of interest expense on the royalty liability. Consistent with the accounting guidance applicable to debt financings, we do not reduce the net carrying amount of the royalty liability below its initial carrying amount, which represents the original proceeds received.
Current wording
In periods in which updated estimates of the amount or timing of future royalty payments result in the undiscounted cash flows payable to be less than the current net carrying amount of the debt, we cease the recognition of interest expense on the royalty liability. Consistent with the accounting guidance applicable to debt financings, we do not reduce the net carrying amount of the royalty liability below its initial carrying amount, which represents the original proceeds received.
Previous wording
While Viatris records the total net sales of YUPELRI within its own financial statements, our implied 35% YUPELRI revenue, as compared to the prior year comparable period, was as follows:
Current wording
While Viatris records the total net sales of YUPELRI within its own financial statements, our implied 35% YUPELRI revenue, as compared to the prior year comparable periods, was as follows:
Previous wording
Our recognized revenue, as compared to the prior year comparable period, was as follows:
Current wording
Our recognized revenue, as compared to the prior year comparable periods, was as follows:
Previous wording
We are entitled to a share of US profits and losses (65% to Viatris; 35% to Theravance Biopharma) received in connection with YUPELRI net sales. In accordance with the applicable accounting guidance, amounts receivable from Viatris in connection with the commercialization of YUPELRI are recorded within the condensed consolidated statements of operations as revenue from “Viatris collaboration agreement”. Any reimbursement from Viatris attributed
Current wording
We are entitled to a share of US profits and losses (65% to Viatris; 35% to Theravance Biopharma) received in connection with YUPELRI net sales. In accordance with the applicable accounting guidance, amounts receivable from Viatris in connection with the commercialization of YUPELRI are recorded within the condensed consolidated statements of operations as revenue from “Viatris collaboration agreement”. Any reimbursement from Viatris attributed to the 65% cost-sharing of our R&D expenses is characterized as a reduction of R&D expense, as we do not consider performing R&D services for reimbursement to be a part of our ordinary operations.
Previous wording
For the three months ended March 31, 2026, we recognized revenue of $17.7 million under the Viatris collaboration agreement. This amount represented an increase of 15%, compared to the corresponding period in the prior year. The increase was primarily attributed to higher net sales of YUPELRI, which grew 7% year-over-year in the first quarter and was driven by customer demand growth of 4% and improved net pricing.
Current wording
For the three and six months ended June 30, 2026, we recognized revenue of $20.7 million and $38.4 million, respectively, under the Viatris collaboration agreement. These amounts represented increases of 11% and 13%, respectively, compared to the corresponding periods in the prior year. The increases were primarily attributed to higher net sales of YUPELRI, which grew 7% and 7% year-over-year, respectively, and were driven by customer demand growth of 10% and 7%, respectively.
Previous wording
The following table summarizes our R&D expenses incurred, net of any reimbursements from collaboration partners, as compared to the prior year comparable period:
Current wording
The following table summarizes our R&D expenses incurred, net of any reimbursements from collaboration partners, as compared to the prior year comparable periods:
Previous wording
R&D expenses decreased by $5.6 million for the three months ended March 31, 2026 compared to the prior year period. The $5.6 million decrease was primarily attributed to decreases in employee-related and external-related expenses and were related to cost savings associated with the Restructuring announced in March 2026 and the subsequent winding-down of the CYPRESS clinical trial.
Current wording
R&D expenses decreased by $5.8 million and $11.4 million for the three and six months ended June 30, 2026, respectively, compared to the prior year periods. The decreases were primarily attributed to decreases in employee-related and external-related expenses and were related to cost savings associated with the Restructuring announced in March 2026 and the winding down of the CYPRESS program.
Previous wording
Total SG&A expenses were $17.7 million for the three months ended March 31, 2026. Excluding share-based compensation expense (“SBC”), total SG&A expenses were $14.9 million for the first quarter of 2026 and were comprised of $8.0 million of general and administrative (“G&A”) expenses and $6.9 million of selling, marketing & medical affairs (“SM&M”) expenses. Total SG&A expenses (excluding SBC) were $14.6 million for the first quarter of 2025 and were comprised of $7.3 million of G&A expenses and $7.3 million of SM&M expenses.
Current wording
Total SG&A expenses decreased by $4.3 million for the three months ended June 30, 2026. Excluding share-based compensation expense (“SBC”), total SG&A expenses were $10.6 million for the second quarter of 2026 and were comprised of $5.6 million of general and administrative (“G&A”) expenses and $5.0 million of selling, marketing & medical affairs (“SM&M”) expenses. Total SG&A expenses (excluding SBC) were $14.9 million for the second quarter of 2025 and were comprised of $8.2 million of G&A expenses and $6.7 million of SM&M expenses.
Previous wording
First quarter of 2026 G&A expenses (excluding SBC) increased by $0.7 million compared to the prior year period and were primarily due to one-time legal costs. Excluding the one-time legal costs, G&A expenses (excluding SBC) decreased by $1.2 million, or 17%, and was related to cost savings associated with the Restructuring announced in March 2026. SM&M expenses (excluding SBC) decreased by $0.4 million, or 5%, in the first quarter of 2026 compared to the prior year period and was primarily due to lower employee-related costs.
Current wording
The $1.9 million decrease in year-to-date G&A expenses (excluding SBC) compared to the prior year period was primarily due to cost savings associated with the Restructuring offset by one-time legal costs. Excluding the one-time legal costs, G&A expenses (excluding SBC) decreased by $1.6 million, or 12%, compared to the prior year period. SM&M expenses (excluding SBC) decreased by $2.0 million, or 15% year-to-date 2026 compared to the prior year period and was primarily due to lower employee-related costs and the winding down of the CYPRESS program.
Previous wording
Total SBC related to SG&A expenses was$2.8 million for the three months ended March 31, 2026 and$3.8 million for the three months ended March 31, 2025.
Current wording
Total SBC related to SG&A expenses were$3.6 million and $6.4 million for the three and six months ended June 30, 2026, respectively, and$3.6 million and $7.4 million for the three and six months ended June 30, 2025, respectively.
Previous wording
Total Restructuring expenses were $3.6 million for the three months ended March 31, 2026 and were primarily comprised of one-time severance costs and other employee-related separation costs.
Current wording
Total Restructuring expenses were $4.0 million and $7.7 million for the three and six months ended June 30, 2026, respectively, and were primarily comprised of one-time severance costs and other employee-related separation costs.
Previous wording
We estimate that we will incur total cash expenses of approximately $5.0 million to $7.0 million related to one-time sever ance costs which are expected to be incurred and paid through the third quarter of 2026. We estimate that we will also incur total non-cash Restructuring charges related to the modification of equity-based awards of approximately $3.5 million to $4.5 million through the third quarter of 2026.
Current wording
We estimate that we will incur total cash expenses of approximately $6.0 million to $7.0 million related to one-time sever ance costs which are expected to be incurred and paid through the second half of 2026. We estimate that we will also incur total non-cash Restructuring charges related to the modification of equity-based awards of approximately $4.5 million to $5.5 million through the second half of 2026**.**
Previous wording
Interest expense, as compared to the prior year comparable period, was as follows:
Current wording
Interest expense, as compared to the prior year comparable periods, was as follows:
Previous wording
On March 3, 2026, we announced that our ampreloxetine Phase 3 clinical study top-line results did not meet its primary endpoint. As a result of this outcome, we decided to wind down the ampreloxetine program, and in accordance with accounting guidance underASC 470, Debt, we ceased recognizing interest expense on the contingent liability balance beginning in the first quarter of 2026. As a result, there was no interest expense recognized for the three months ended March 31, 2026.
Current wording
On March 3, 2026, we announced that our CYPRESS results did not meet its primary endpoint. As a result of this outcome, we decided to wind down the CYPRESS program, and in accordance with accounting guidance under ASC 470,* Debt*, we ceased recognizing interest expense on the ampreloxetine contingent liability balance beginning in the first quarter of 2026. As a result, there was no interest expense recognized for the three and six months ended June 30, 2026.
Previous wording
Interest and other income, net, as compared to the prior year comparable period, was as follows:
Current wording
Interest and other income, net, as compared to the prior year comparable periods, was as follows:
Previous wording
Interest and other income, net, increased by $2.1 million for the three months ended March 31, 2026, compared to the prior year period. The increase was primarily attributable to an increase in interest income related to an increase in our cash, cash equivalents, and marketable securities balances. The increase in the balances was primarily driven by (i) proceeds of $225.0 million from the sale of TRELEGY royalties in June 2025; (ii) a $25.0 million milestone payment from Viatris in January 2026 associated with the achievement of certain minimum US net sales thresholds in 2025; and (iii) a $50.0 million milestone payment from Royalty Pharma in February 2026 associated with the achievement of certain minimum royalty payments related to 2025 TRELEGY global net sales.
Current wording
Interest and other income, net, increased by $2.0 million and $4.1 million for the three and six months ended June 30, 2026, respectively, compared to the prior year periods. The increases were primarily attributable to increases in interest income related to an increase in our cash, cash equivalents, and marketable securities balances. The increase in the balances was primarily driven by (i) proceeds of $225.0 million from the sale of TRELEGY royalties received in June 2025; (ii) a $25.0 million milestone payment from Viatris in January 2026 associated with the achievement of certain minimum thresholds related to 2025 YUPELRI US net sales; and (iii) a $50.0 million milestone payment from
Previous wording
Provision for Income Tax Benefit
Current wording
Provision for Income Tax (Expense) Benefit
Previous wording
The provision for income tax benefit, as compared to the prior year comparable period, was as follows:
Current wording
The provision for income tax (expense) benefit, as compared to the prior year comparable periods, was as follows:
Previous wording
For the three months ended March 31, 2026, we recognized an income tax benefit of $1.5 million primarily due to the Company’s pre-tax loss for the year-to-date period. For the prior year comparable period, the $0.6 million income tax benefit was primarily related to forecasted pre-tax losses.
Current wording
For the six months ended June 30, 2026, we recognized an income tax benefit of $0.4 million primarily due to the Company’s pre-tax loss for the year-to-date period. For the prior year comparable period, the $17.8 million income tax expense was primarily attributed to the net gain on realized contingent milestone and royalty assets arising from the sale of our TRELEGY royalties in May 2025.
Previous wording
As of March 31, 2026, we had approximately $394.7 million in cash, cash equivalents, and investments in marketable securities (excluding restricted cash) and no long-term debt.
Current wording
As of June 30, 2026, we had approximately $387.7 million in cash, cash equivalents, and investments in marketable securities (excluding restricted cash) and no long-term debt.
Previous wording
Cash flows, as compared to the prior year comparable period, were as follows:
Current wording
Cash flows, as compared to the prior year comparable periods, were as follows:
Previous wording
Net cash provided by operating activities was $73.3 million for the three months ended March 31, 2026, consisting of a net loss of $4.9 million, a net increase in cash resulting from adjustments for non-cash and other reconciling items of $2.4 million and a net increase in cash resulting from changes in operating assets and liabilities of $75.8 million. The net increase in cash resulting from changes in operating assets and liabilities included $75.0 million in milestone payments from Viatris and Royalty Pharma as noted above.
Current wording
Net cash provided by operating activities was $66.3 million for the six months ended June 30, 2026, consisting of a net loss of $10.8 million, a net increase in cash resulting from adjustments for non-cash and other reconciling items of $8.7 million and a net increase in cash resulting from changes in operating assets and liabilities of $68.4 million. The net increase in cash resulting from changes in operating assets and liabilities included $75.0 million in milestone payments from Viatris and Royalty Pharma as noted above.
Previous wording
Net cash provided by operating activities was $43.0 million for the three months ended March 31, 2025, consisting of a net loss of $13.6 million, a net increase in cash resulting from adjustments for non-cash and other reconciling items of $4.7 million and a net increase in cash resulting from changes in operating assets and liabilities of $51.9 million. The net increase in cash resulting from changes in operating assets and liabilities included the $50.0 million milestone payment from Royalty Pharma.
Current wording
Net cash provided by operating activities was $251.1 million for the six months ended June 30, 2025, consisting of net income of $41.3 million, a net increase in cash resulting from adjustments for non-cash and other reconciling items of $0.1 million and a net increase in cash resulting from changes in operating assets and liabilities of $209.7 million. The net increase in cash resulting from changes in operating assets and liabilities included a $50.0 million TRELEGY milestone payment from Royalty Pharma in February 2025 and cash proceeds of $225.0 million from GSK in June 2025 resulting from the sale of our TRELEGY royalties.
Previous wording
Net cash provided by investing activities was $52.6 million for the three months ended March 31, 2026, consisting of cash inflows from the net purchase and maturities of marketable securities.
Current wording
Net cash used in investing activities was $7.8 million for the six months ended June 30, 2026, consisting of net cash outflows from the purchase and maturities of marketable securities.
Previous wording
Net cash provided by investing activities was $30.6 million for the three months ended March 31, 2025, consisting of cash inflows from the net purchase and maturities of marketable securities.
Current wording
Net cash used in investing activities was $5.6 million for the six months ended June 30, 2025, consisting primarily of net cash outflows from the purchase and maturities of marketable securities.
Previous wording
Net cash used in financing activities was $0.9 million for the three months ended March 31, 2025, consisting primarily of $0.9 million of cash outflows related to the repurchase of shares to satisfy tax withholding obligations.
Current wording
Net cash used in financing activities was $6.5 million for the six months ended June 30, 2026, consisting of $1.4 million of cash inflows related to option exercises and $7.9 million of cash outflows related to the repurchase of shares to satisfy tax withholding obligations.
Previous wording
Net cash used in financing activities was $5.6 million for the three months ended March 31, 2026, consisting primarily of $5.8 million of cash outflows related to the repurchase of shares to satisfy tax withholding obligations.
Current wording
Net cash used in financing activities was $1.4 million for the six months ended June 30, 2025, consisting primarily of cash outflows related to the repurchase of shares to satisfy tax withholding obligations.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
at week 8. Changes in blood pressure, heart rate and norepinephrine levels confirmed a consistent pressor effect and reaffirmed ampreloxetine's biological activity. Ampreloxetine was generally well tolerated, with safety findings consistent with prior studies, including no signal of worsening of supine hypertension.
Current report — wording carried from elsewhere
Total SG&A expenses decreased by $4.9 million for the six months ended June 30, 2026. Excluding SBC, total SG&A expenses were $25.5 million and were comprised of $13.6 million of G&A expenses and $11.9 million of SM&M expenses. Total SG&A expenses (excluding SBC) were $29.4 million for the prior year period and were comprised of $15.5 million of G&A expenses and $13.9 million of SM&M expenses.
Current report — wording carried from elsewhere
Royalty Pharma in February 2026 associated with the achievement of certain minimum royalty payments related to 2025 TRELEGY global net sales.
Current report — wording carried from elsewhere
Net cash flows used in investing activities
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
You should read the following discussion in conjunction with our condensed consolidated financial statements (unaudited) and related notes included elsewhere in this report. This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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,”
Previous report — wording carried elsewhere
In 2019, we granted Viatris exclusive development and commercialization rights to nebulized revefenacin in China and adjacent territories, which include the Hong Kong SAR, the Macau SAR, and Taiwan (collectively, the “China Region”). In November 2023, we learned that Viatris’ Phase 3 study of YUPELRI in China was positive, and the data were consistent with previous findings of YUPELRI’s strong efficacy. In June 2024, Viatris completed a
Previous report — wording carried elsewhere
minimum royalty amount for TRELEGY was also achieved based on $3.91 billion of 2025 TRELEGY global net sales, and we received the maximum $50.0 million Milestone Payment from Royalty Pharma in February 2026.
Previous report — wording carried elsewhere
to the 65% cost-sharing of our R&D expenses is characterized as a reduction of R&D expense, as we do not consider performing R&D services for reimbursement to be a part of our ordinary operations.
Previous report — wording carried elsewhere
Net cash flows provided by investing activities