Theravance Biopharma, Inc. filed a current report on September 23, 2026, disclosing the completion of its merger with Zymeworks Inc., under which the Company became a wholly owned subsidiary of Zymeworks following the cancellation of all outstanding ordinary shares and equity awards.

Key Highlights

  • Merger closed: The merger between Theravance Biopharma and Zymeworks Inc. was completed on September 23, 2026, the same date as the filing.
  • Cash consideration: Each ordinary share was canceled and converted into the right to receive $17.00 in cash, without interest, plus one contingent value right (CVR).
  • Equity awards converted: Outstanding options, RSU awards, and PSU awards were canceled and converted into cash and CVR entitlements per the merger terms.
  • Delisting requested: The Company notified Nasdaq on September 23, 2026, requesting suspension of trading and initiation of the delisting process, effective 10 days after the associated filing.
  • Board and CEO resigned: Six directors and Chief Executive Officer Rick E Winningham resigned at the effective time of the merger, with the filing stating the resignations were not due to any disagreements with the Company.
  • Change of control: Zymeworks financed the merger through a combination of cash on hand and new debt financing, according to the filing.

Theravance Biopharma Completes Acquisition by Zymeworks, Shares Delisted

Theravance Biopharma, Inc. (NASDAQ:TBPH), a Cayman Islands-incorporated biopharmaceutical company headquartered in South San Francisco, California, disclosed in its current report that the merger contemplated by an Agreement and Plan of Merger dated June 28, 2026 was completed on September 23, 2026. Under the terms of that agreement, Zymeworks Merger Sub 1, a wholly owned subsidiary of Zymeworks Inc., merged with and into Theravance Biopharma, with Theravance Biopharma surviving as a wholly owned subsidiary of Zymeworks Inc.

According to the filing, each outstanding ordinary share, par value $0.00001 per share, was canceled at the effective time and converted into the right to receive $17.00 in cash, without interest, plus one CVR representing a potential future cash payment subject to conditions set out in the CVR Agreement. Holders of outstanding options with an exercise price below $17.00 per share received the cash spread plus one CVR per underlying share, while options at or above $17.00 were canceled without payment. RSU and PSU award holders received $17.00 per underlying share in cash plus one CVR per share, with PSU calculations based on shares remaining outstanding and unreleased immediately prior to the effective time.

The filing further disclosed that at the effective time, each holder of ordinary shares ceased to have any rights as a shareholder other than the right to receive the per share merger consideration. The Company notified Nasdaq of the closing on September 23, 2026, and requested that trading be suspended as of the close of business that day. The delisting is stated to become effective 10 days after the associated filing with the SEC. The Company indicated it intends to follow that process with a Form 15 filing seeking termination of registration under Section 12(g) and suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act.

What Was Disclosed

The filing reported the September 23, 2026 closing of Theravance Biopharma's acquisition by Zymeworks Inc., the cancellation and conversion of all outstanding equity into $17.00 per share in cash plus CVRs, the resignation of six board members and the CEO, and the initiation of Nasdaq delisting procedures.