0001583107 false 0001583107 2021-09-15 2021-09-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington, DC 20549








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 15, 2021





(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)


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 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    ¨


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. ¨





Explanatory Note


On September 15, 2021, Theravance Biopharma, Inc. (the “Company”), filed a Current Report on Form 8-K (the “Original Report”) to report, inter alia, that, in connection with the restructuring of the Company described in the Original Report, Vijay Sabesan, Senior Vice President, Technical Operations, a “named executive officer” of the Company from 2021, was leaving the Company on November 30, 2021. Further, on October 5, 2021 the Company filed an Amendment No. 1 to Current Report on Form 8-K/A (the “First Amendment”). This Amendment No. 2 to Current Report on Form 8-K/A (this “Amended Report”), supplements and amends the Original Report, as amended by the First Amendment. Other than as described herein, this Amended Report does not amend any other information previously filed in the Original Report and the First Amendment, which information is incorporated herein by reference.


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Item 5.02 of the Original Report is hereby amended to add the following information:


(e)        On November 30, 2021, the Company and Mr. Sabesan entered into a consulting agreement to facilitate the transition of activities following Mr. Sabesan’s departure, pursuant to which certain outstanding equity awards will vest.





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: December 6, 2021 By: /s/ Brett Grimaud
    Brett Grimaud
    Vice President and General Counsel