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THERAVANCE BIOPHARMA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except per share data)
June 30, December 31,
2026 2025
Assets
Current assets:
Cash and cash equivalents $ 219,766 $ 167,806
Short-term marketable securities 167,891 147,551
Receivables from collaborative arrangements 20,381 45,539
Receivables from milestones and royalty assets — 50,000
Other prepaid and current assets 8,624 7,564
Total current assets 416,662 418,460
Long-term marketable securities — 11,128
Property and equipment, net 5,169 5,895
Operating lease assets 21,926 24,371
Restricted cash 836 836
Other assets 25,177 24,880
Total assets $ 469,770 $ 485,570
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 652 $ 2,568
Accrued personnel-related expenses 7,825 12,592
Accrued clinical and development expenses 2,395 3,373
Accrued general and administrative expenses 8,816 2,052
Operating lease liabilities 10,795 10,945
Income tax payable — 5,287
Other accrued liabilities 283 1,485
Total current liabilities 30,766 38,302
Long-term operating lease liabilities 27,774 31,758
Future royalty payment contingency 32,795 32,795
Unrecognized tax benefits 88,486 85,679
Other long-term liabilities 244 313
Commitments and contingencies (Note 11)
Shareholders’ Equity
Preferred shares, $0.00001 par value per share: 230 shares authorized, no shares issued or outstanding — —
Ordinary shares, $0.00001 par value per share: 200,000 shares authorized; 51,891 and 51,069 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively 1 1
Additional paid-in capital 1,160,238 1,156,288
Accumulated other comprehensive income (loss) (76) 61
Accumulated deficit (870,458) (859,627)
Total shareholders’ equity 289,705 296,723
Total liabilities and shareholders’ equity $ 469,770 $ 485,570
See accompanying notes to condensed consolidated financial statements.
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THERAVANCE BIOPHARMA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In thousands, except per share data)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenues:
Viatris collaboration agreement $ 20,731 $ 18,695 $ 38,430 $ 34,083
Licensing and milestone revenue — 7,500 — 7,500
Total revenues 20,731 26,195 38,430 41,583
Expenses:
Research and development (1) 4,712 10,490 10,541 21,942
Selling, general and administrative (1) 14,176 18,430 31,896 36,800
Restructuring expenses (1) (2) 4,031 — 7,664 —
Transaction-related expenses 6,089 — 6,089 —
Total expenses 29,008 28,920 56,190 58,742
Loss from operations (8,277) (2,725) (17,760) (17,159)
Net gain on realized contingent milestone and royalty assets — 75,137 — 75,137
Interest expense (non-cash) — (663) — (1,306)
Interest and other income, net 3,486 1,457 6,499 2,396
Income (loss) before income taxes (4,791) 73,206 (11,261) 59,068
Provision for income tax (expense) benefit (1,107) (18,371) 430 (17,812)
Net income (loss) (5,898) 54,835 $ (10,831) $ 41,256
Net unrealized loss on available-for-sale investments (14) (10) (137) (17)
Total comprehensive income (loss) $ (5,912) $ 54,825 $ (10,968) $ 41,239
Net income (loss) per share:
Net income (loss) per share - basic $ (0.11) $ 1.09 $ (0.21) $ 0.83
Net income (loss) per share - diluted $ (0.11) $ 1.08 $ (0.21) $ 0.81
Shares used to compute net income (loss) per share - basic 51,667 50,177 51,474 49,943
Shares used to compute net income (loss) per share - diluted 51,667 50,726 51,474 50,685
(1) Amounts include share-based compensation expense as follows:
Three Months Ended June 30, Six Months Ended June 30,
(In thousands) 2026 2025 2026 2025
Research and development $ 566 $ 987 $ 1,193 $ 2,057
Selling, general and administrative 3,572 3,556 6,421 7,363
Restructuring expenses 1,852 — 2,880 —
Total share-based compensation expense $ 5,990 $ 4,543 $ 10,494 $ 9,420
(2) Restructuring expenses were comprised of the following:
Three Months Ended June 30, Six Months Ended June 30,
(In thousands) 2026 2025 2026 2025
Cash-related expenses $ 2,179 $ — $ 4,784 $ —
Non-cash related expenses 1,852 — 2,880 —
Total restructuring expenses $ 4,031 $ — $ 7,664 $ —
See accompanying notes to condensed consolidated financial statements.
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THERAVANCE BIOPHARMA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
(In thousands)
Accumulated
Additional Other Total
Ordinary Shares Paid-In Comprehensive Accumulated Shareholders'
Shares Amount Capital Income (Loss) Deficit Equity
Balances at March 31, 2026 51,515 $ 1 $ 1,155,215 $ (62) $ (864,560) $ 290,594
Employee share-based compensation expense — — 5,990 — — 5,990
Issuance of restricted shares 425 — — — — —
Option exercises 78 — 1,137 — — 1,137
Repurchase of shares to satisfy tax withholding (127) — (2,104) — — (2,104)
Net unrealized loss on marketable securities — — — (14) — (14)
Net loss — — — — (5,898) (5,898)
Balances at June 30, 2026 51,891 $ 1 $ 1,160,238 $ (76) $ (870,458) $ 289,705
Accumulated
Additional Other Total
Ordinary Shares Paid-In Comprehensive Accumulated Shareholders'
Shares Amount Capital Income (Loss) Deficit Equity
Balances at December 31, 2025 51,069 $ 1 $ 1,156,288 $ 61 $ (859,627) $ 296,723
Employee share-based compensation expense — — 10,494 — — 10,494
Issuance of restricted shares 1,145 — — — — —
Option exercises 100 — 1,378 — — 1,378
Repurchase of shares to satisfy tax withholding (423) — (7,922) — — (7,922)
Net unrealized loss on marketable securities — — — (137) — (137)
Net loss — — — — (10,831) (10,831)
Balances at June 30, 2026 51,891 $ 1 $ 1,160,238 $ (76) $ (870,458) $ 289,705
Accumulated
Additional Other Total
Ordinary Shares Paid-In Comprehensive Accumulated Shareholders'
Shares Amount Capital Income (Loss) Deficit Equity
Balances at March 31, 2025 50,001 $ 1 $ 1,145,083 $ — $ (979,101) $ 165,983
Employee share-based compensation expense — — 4,543 — — 4,543
Issuance of restricted shares 413 — — — — —
Repurchase of shares to satisfy tax withholding (53) — (503) — — (503)
Net unrealized loss on marketable securities — — — (10) — (10)
Net income — — — — 54,835 54,835
Balances at June 30, 2025 50,361 $ 1 $ 1,149,123 $ (10) $ (924,266) $ 224,848
Accumulated
Additional Other Total
Ordinary Shares Paid-In Comprehensive Accumulated Shareholders'
Shares Amount Capital Income (Loss) Deficit Equity
Balances at December 31, 2024 49,471 $ — $ 1,141,060 $ 7 $ (965,522) $ 175,545
Proceeds from the sale of ordinary shares 2 — 20 — — 20
Employee share-based compensation expense — — 9,420 — — 9,420
Issuance of restricted shares 1,032 1 — — — 1
Repurchase of shares to satisfy tax withholding (144) — (1,377) — — (1,377)
Net unrealized loss on marketable securities — — — (17) — (17)
Net income — — — — 41,256 41,256
Balances at June 30, 2025 50,361 $ 1 $ 1,149,123 $ (10) $ (924,266) $ 224,848
See accompanying notes to condensed consolidated financial statements.
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THERAVANCE BIOPHARMA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Six Months Ended June 30,
2026 2025
Operating activities
Net income (loss) $ (10,831) $ 41,256
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 748 822
Amortization and accretion on investment securities, net (1,539) (749)
Future royalty payment contingency interest accretion — 1,306
Share-based compensation 10,494 9,420
Loss on disposal of property and equipment — 35
Amortization of right-of-use assets 2,132 1,906
Deferred income taxes (3,217) (12,543)
Other 68 (73)
Changes in operating assets and liabilities:
Receivables from collaborative and licensing arrangements 25,158 (3,479)
Receivables from milestones and royalty assets 50,000 50,000
Prepaid clinical and development services — 73
Other prepaid and current assets 414 (1,367)
Right-of-use lease assets 313 (45)
Future contingent milestone and royalty assets — 144,200
Other assets 1,356 (915)
Accounts payable (1,916) (567)
Accrued personnel-related expenses, accrued clinical and development expenses, and other accrued liabilities (183) 1,678
Operating lease liabilities (4,134) (3,363)
Unrecognized tax benefits 2,807 2,606
Income tax payable (5,287) 20,843
Other long-term liabilities (69) 69
Net cash provided by operating activities 66,314 251,113
Investing activities
Purchases of property and equipment — (34)
Purchases of marketable securities (145,306) (58,542)
Maturities of marketable securities 137,496 52,950
Net cash used in investing activities (7,810) (5,626)
Financing activities
Proceeds from the sale of ordinary shares — 20
Proceeds from option exercises 1,378 —
Repurchase of shares to satisfy tax withholding (7,922) (1,377)
Net cash used in financing activities (6,544) (1,357)
Net increase in cash, cash equivalents, and restricted cash 51,960 244,130
Cash, cash equivalents, and restricted cash at beginning of period 168,642 38,633
Cash, cash equivalents, and restricted cash at end of period $ 220,602 $ 282,763
Supplemental disclosure of cash flow information
Cash paid (received) for income taxes, net $ 5,572 $ 8,905
See accompanying notes to condensed consolidated financial statements.
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THERAVANCE BIOPHARMA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Summary of Significant Accounting Policies
Theravance Biopharma, Inc. (“Theravance Biopharma” or the “Company”) is a biopharmaceutical company primarily focused on the development and commercialization of medicines. The Company’s focus is to deliver medicines that make a difference® in people's lives.
Agreement to be Acquired by Zymeworks Inc.
On June 28, 2026, the Company entered into an Agreement and Plan of Merger with Zymeworks Inc., a Delaware corporation (“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. For additional information regarding the Merger and the terms of the Merger Agreement, see 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 report, (ii) the Current Report on Form 8-K that the Company filed with the SEC on June 29, 2026 and (iii) the definitive proxy statement and other relevant materials in connection with the Merger that the Company will file with the SEC and which will contain important information about the Company and the Merger.
Basis of Presentation
The Company’s condensed consolidated financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 are unaudited but include all adjustments (consisting only of normal recurring adjustments), which are considered necessary for a fair presentation of the financial position at such date and of the operating results and cash flows for the period, and have been prepared in accordance with United States (“US”) generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated December 31, 2025 financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 23, 2026.
The results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or for any other interim period or for any future period. These condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and intercompany transactions and balances have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Due to the inherent uncertainty in making estimates, actual results could differ materially from those estimates.
Liquidity and Capital Resources
The Company expects its cash, cash equivalents, and marketable securities will be sufficient to fund its operations for at least the next twelve months from the issuance date of these condensed consolidated financial statements based on its current operating plans and financial forecasts which assume the completion of the pending Merger.
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Significant Accounting Policies
Other than an update to the “Future Royalty Payment Contingency” accounting policy below, there have been no material revisions in the Company’s significant accounting policies described in Note 1 to the consolidated financial statements included in its Annual Report on Form 10-K as of and for the year ended December 31, 2025.
Future Royalty Payment Contingency
The Company treats contingent liabilities related to sale of future royalties as debt financings, amortized under the effective interest method over the estimated life of the related expected royalty stream. The contingent liabilities related to sale of future royalties and the debt amortization are based on current estimates of the amount and timing of future royalty payments. The Company periodically reassesses the amount and timing of probability-adjusted estimated royalty payments based on internal sales projections and external information from market data sources, which are considered Level 3 inputs. To the extent the Company’s estimates of the amount and timing of future royalty payments are materially greater or less than previous estimates, the Company will prospectively adjust the amortization of the contingent liability and effective interest rate.
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, the Company ceases the recognition of interest expense on the royalty liability. Consistent with the accounting guidance applicable to debt financings, the Company does not reduce the net carrying amount of the royalty liability below its initial carrying amount, which represents the original proceeds received.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 modifies the rules on income statement disclosures to enhance the transparency of and include more detailed information about the types of expenses, including purchases of inventory, employee compensation, depreciation, amortization, and depletion, in commonly presented expense captions such as cost of sales, research and development, and selling, general and administrative expenses. ASU 2024-03 will be effective for annual periods beginning after December 15, 2026. The Company is evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with GAAP. Per the FASB, the amendment does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather provide clarity and improve navigability of the existing interim reporting requirements. ASU 2025-11 will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is evaluating the impact of adopting ASU 2025-11 on its consolidated financial statements and related disclosures.
The Company has evaluated other recently issued accounting pronouncements and does not currently believe that any of these pronouncements will have a material impact on its consolidated financial statements and related disclosures.
2. Net Loss per Share
Basic net loss per share is computed by dividing net loss by the weighted-average number of shares outstanding during the period. Diluted net loss per share is computed by increasing the weighted-average number of shares outstanding for the dilutive effect of potential ordinary shares. The Company’s potential ordinary shares include outstanding options to purchase ordinary shares and restricted share units (“RSUs”), including market-based and performance-contingent awards. See “Note 8. Share-Based Compensation” for information related to outstanding options and RSUs as of June 30, 2026 and 2025.
In accordance with Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share, if a company incurred a net loss, then potential ordinary shares are considered anti-dilutive for the periods in which the net loss was
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recognized. For the three and six months ended June 30, 2026, the Company recognized net losses. As a result, the potential ordinary shares as described above were not included in the computation of diluted net loss per share, as presented below, due to their anti-dilutive effects.
For the three and six months ended June 30, 2025, the Company recognized net income. Potential ordinary shares excluded from the computation of diluted net income per share because their effect would have been anti-dilutive, consist of 2.0 million outstanding service-based options, and 0.8 million of market-based RSUs and performance-based RSUs for the three and six months ended June 30, 2025.
Three Months Ended June 30, Six Months Ended June 30,
(In thousands, except per share data) 2026 2025 2026 2025
Numerator:
Net income (loss) $ (5,898) $ 54,835 $ (10,831) $ 41,256
Denominator:
Weighted-average ordinary shares outstanding - basic 51,667 50,177 51,474 49,943
Dilutive effect of options and awards — 549 — 742
Weighted-average ordinary shares outstanding - diluted 51,667 50,726 51,474 50,685
Net income (loss) per share:
Net income (loss) per share - basic $ (0.11) $ 1.09 $ (0.21) $ 0.83
Net income (loss) per share - diluted $ (0.11) $ 1.08 $ (0.21) $ 0.81
3. Revenue
Revenue from Collaborative Arrangements
Viatris
In January 2015, the Company and Viatris Inc. (“Viatris”) established a strategic collaboration (the “Viatris Agreement”) for the development and commercialization of revefenacin, including YUPELRI® (revefenacin) inhalation solution. The Company entered into the collaboration to expand the breadth of its revefenacin development program and extend its commercial reach. In November 2018, YUPELRI was approved by the US Food and Drug Administration (the “FDA”) for the maintenance treatment of patients with chronic obstructive pulmonary disease (“COPD”).
In the US, Viatris is leading the commercialization of YUPELRI, and the Company co-promotes the product under a profit and loss sharing arrangement (65% to Viatris; 35% to the Company). Outside the US (excluding China and adjacent territories), Viatris is responsible for development and commercialization and will pay the Company a tiered royalty on net sales at percentage royalty rates ranging from low double-digits to mid-teens. Viatris also holds 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”), and the Company is eligible to receive tiered royalties ranging from 14% to 20% on net sales of nebulized revefenacin in the China Region. Viatris is responsible for all aspects of development and commercialization in the China Region, including pre- and post-launch activities and product registration and all associated costs. Viatris is the principal in the YUPELRI sales transactions, and as a result, the Company does not reflect the product sales in its consolidated financial statements.
As of June 30, 2026, the Company is eligible to receive from Viatris potential global sales and regulatory milestone payments (excluding the China Region) up to $180.0 million in the aggregate, with $135.0 million associated with YUPELRI monotherapy and $45.0 million associated with future potential combination products. Of the $135.0 million associated with monotherapy, $125.0 million relates to sales milestones based on achieving certain levels of US net sales and $10.0 million relates to regulatory actions in the European Union (“EU”). The Company is also eligible to receive additional potential sales and regulatory milestones up to $45.0 million related to Viatris’ development and commercialization of nebulized revefenacin in the China Region with $37.5 million associated with YUPELRI monotherapy and $7.5 million associated with future potential combination products. The $37.5 million relates to sales
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milestones based on achieving certain levels of net sales in the China Region, and the $7.5 million relates to achieving regulatory milestones.
The Viatris Agreement is considered to be within the scope of ASC 808, Collaborative Arrangements, as the parties are active participants and exposed to the risks and rewards of the collaborative activity with a unit of account provided to Viatris as a customer. Under the terms of the Viatris Agreement, which included the delivery by the Company of a license to Viatris to develop and commercialize revefenacin, Viatris was responsible for reimbursement of the Company’s costs related to the registrational program up until the approval of the first new drug application in November 2018; thereafter, R&D expenses are shared by both parties according to the profit and loss sharing percentages noted above. Performing R&D services for reimbursement is considered a collaborative activity under the scope of ASC 808. Reimbursable program costs, if any, are recognized proportionately with the performance of the underlying services and accounted for as reductions to R&D expense.
The future potential milestone amounts for the Viatris Agreement were not included in the original transaction price, as they were all determined to be fully constrained following the concepts of ASC 606, Revenue from Contracts with Customers. As part of the Company’s evaluation of the constraint on development and regulatory milestones, the Company determined that the achievement of such milestones is contingent upon success in future clinical trials and regulatory approvals which are not within its control and uncertain at this stage. In June 2025, YUPELRI received regulatory approval by China’s National Medical Products Administration (“NMPA”) which triggered a $7.5 million milestone payment from Viatris to the Company.
Sales-based milestone payments and royalty arrangements will be recognized when the sales occur or the milestone is achieved. In December 2025, the Company recognized a $25.0 million milestone related to the achievement of $250.0 million in US net sales in 2025. For the three and six months ended June 30, 2026, the Company has not achieved any YUPELRI-related milestones.
Following the FDA approval of YUPELRI in November 2018, net amounts payable to or receivable from Viatris each quarter under the profit-sharing structure are disaggregated according to their individual components. 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” irrespective of whether the overall collaboration is profitable.
The following YUPELRI-related amounts were recognized within revenue in the Company’s condensed consolidated statements of operations:
Three Months Ended June 30, Six Months Ended June 30,
(In thousands) 2026 2025 2026 2025
Viatris collaboration agreement – Amounts receivable from Viatris $ 20,731 $ 18,695 $ 38,430 $ 34,083
Licensing revenue – China Region regulatory approval milestone — 7,500 — 7,500
Total $ 20,731 $ 26,195 $ 38,430 $ 41,583
While Viatris records total YUPELRI net sales within its own consolidated financial statements, Viatris collaboration agreement revenue on the Company’s condensed consolidated statements of operations included the Company’s implied 35% share of total YUPELRI net sales, before deducting shared commercial expenses, as presented below:
Three Months Ended June 30, Six Months Ended June 30,
(In thousands) 2026 2025 2026 2025
YUPELRI net sales (Theravance Biopharma implied 35%) $ 24,733 $ 23,216 $ 46,584 $ 43,636
4. Segment Information
The Company operates in a single segment, which is the development and commercialization of human therapeutics. The Company has determined that its chief executive officer is the Chief Operating Decision Maker (“CODM”). When evaluating the Company’s financial performance, the CODM reviews total revenues and total
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expenses and makes financial decisions using this information on a consolidated net loss basis. The measure of segment assets is the Company’s total assets which are reported on the condensed consolidated balance sheets. The Company’s segment revenue and long-lived assets are primarily generated and maintained in the US.
The following table summarizes significant segment expenses:
Three Months Ended June 30, Six Months Ended June 30,
(In thousands) 2026 2025 2026 2025
Viatris collaboration agreement $ 20,731 $ 18,695 $ 38,430 $ 34,083
Licensing revenue — 7,500 - 7,500
Total revenue 20,731 26,195 38,430 41,583
Employee-related (Research and development) 1 1,984 3,535 4,431 7,466
External-related (Research and development) 1,600 5,190 3,552 10,755
Facilities and other allocated expenses (Research and development) 562 778 1,365 1,664
Supporting general and administration functions 1 5,619 8,221 13,579 15,479
Sales and marketing, and medical affairs 1 4,985 6,653 11,896 13,958
Share-based compensation 4,138 4,543 7,614 9,420
Total recurring operating expenses 18,888 28,920 42,437 58,742
Restructuring expenses (including share-based compensation) 4,031 — 7,664 —
Transaction-related expenses 6,089 — 6,089 —
Total operating expenses 29,008 28,920 56,190 58,742
Loss from operations (8,277) (2,725) (17,760) (17,159)
Net gain on realized contingent milestone and royalty assets — 75,137 — 75,137
Interest expense (non-cash) — (663) — (1,306)
Interest and other income, net 3,486 1,457 6,499 2,396
Provision for income tax (expense) benefit (1,107) (18,371) 430 (17,812)
Net income (loss) $ (5,898) $ 54,835 $ (10,831) $ 41,256
1 Excludes share-based compensation
5. Cash, Cash Equivalents, and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the current period and comparable prior year period condensed consolidated balance sheets that sum to the total of the same such amounts shown on the condensed consolidated statements of cash flows.
June 30,
(In thousands) 2026 2025
Cash and cash equivalents $ 219,766 $ 281,927
Restricted cash 836 836
Total cash, cash equivalents, and restricted cash $ 220,602 $ 282,763
The Company maintains restricted cash for certain lease agreements and letters of credit by which the Company has pledged cash and cash equivalents as collateral. The cash-related amounts reported in the table above exclude the Company’s investments in short-term marketable securities that are reported separately on the condensed consolidated balance sheets.
The Company periodically engages in foreign exchange transactions as a part of its operations. The Company’s recognized net realized and unrealized foreign currency losses were immaterial for the three and six months ended June 30, 2026 and 2025. These amounts are included in the Company’s condensed consolidated statements of operations within “Interest income and other income, net”.
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6. Investments and Fair Value Measurements
Available-for-Sale Securities
The estimated fair value of marketable securities is based on quoted market prices for these or similar investments obtained from a commercial pricing service. The fair market value of marketable securities classified within Level 1 is based on quoted prices for identical instruments in active markets. The fair value of marketable securities classified within Level 2 is based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; or model-driven valuations whose inputs are observable or whose significant value drivers are observable. Observable inputs may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications.
Available-for-sale securities are summarized below:
June 30, 2026
Gross Gross
Amortized Unrealized Unrealized Estimated
(In thousands) Cost Gains Losses Fair Value
US government securities Level 1 $ 26,710 $ — $ (26) $ 26,684
Corporate notes Level 2 26,314 — (30) 26,284
Commercial paper Level 2 169,279 3 (23) 169,259
Marketable securities 222,303 3 (79) 222,227
Money market funds Level 1 158,780 — — 158,780
Total $ 381,083 $ 3 $ (79) $ 381,007
December 31, 2025
Gross Gross
Amortized Unrealized Unrealized Estimated
(In thousands) Cost Gains Losses Fair Value
US government securities Level 1 $ 130,602 $ 43 $ (1) $ 130,644
Corporate notes Level 2 37,690 15 (1) 37,704
Commercial paper Level 2 71,695 8 (3) 71,700
Marketable securities 239,987 66 (5) 240,048
Money market funds Level 1 79,387 — — 79,387
Total $ 319,374 $ 66 $ (5) $ 319,435
As of June 30, 2026, all of the Company’s available-for-sale securities had contractual maturities within one year, and the weighted-average maturity of marketable securities was approximately two months. There were no transfers between Level 1 and Level 2 during the periods presented, and there have been no material changes to the Company’s valuation techniques during the three and six months ended June 30, 2026.
Available-for-sale securities with unrealized losses as of June 30, 2026 are summarized below:
June 30, 2026
Less than 12 Months Greater than 12 Months Total
Gross Gross Gross
Estimated Unrealized Estimated Unrealized Estimated Unrealized
(In thousands) Fair Value Losses Fair Value Losses Fair Value Losses
US government securities $ 21,682 $ (26) $ — $ — $ 21,682 $ (26)
Corporate notes 26,284 (30) — — 26,284 (30)
Commercial paper 139,526 (23) — — 139,526 (23)
Total $ 187,492 $ (79) $ — $ — $ 187,492 $ (79)
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Available-for-sale securities with unrealized losses as of December 31, 2025 are summarized below:
December 31, 2025
Less than 12 Months Greater than 12 Months Total
Gross Gross Gross
Estimated Unrealized Estimated Unrealized Estimated Unrealized
(In thousands) Fair Value Losses Fair Value Losses Fair Value Losses
US government securities $ 9,998 $ (1) $ — $ — $ 9,998 $ (1)
Corporate notes 8,265 (1) — — 8,265 (1)
Commercial paper 23,565 (3) — — 23,565 (3)
Total $ 41,828 $ (5) $ — $ — $ 41,828 $ (5)
The Company invests primarily in high credit quality and short-term maturity debt securities with the intent to hold such securities until maturity at par value. The Company does not intend to sell the investments that are currently in an unrealized loss position, and it is unlikely that it will be required to sell the investments before recovery of their amortized cost basis, which may be at maturity. The Company reviewed its available-for-sale debt securities and determined that there were no credit-related losses to be recognized as of June 30, 2026, and there were no individual securities that were in a significant unrealized loss position as of June 30, 2026.
For the three and six months ended June 30, 2026 and 2025, the Company did not sell any marketable securities.
Ampreloxetine Funding
The Company recognizes a contingent liability related to funding received from Royalty Pharma Investments (“Royalty Pharma”) in exchange for certain future royalty rights to ampreloxetine. The contingent liability consists of an upfront $25.0 million received in July 2022 and management’s estimate of (i) a risk-adjusted future contingent $15.0 million milestone; and (ii) the amount and timing of royalties to be paid to Royalty Pharma and then discounted over the life of the arrangement using an imputed rate of interest. The excess of future estimated royalty payments over the amount of cash funding received is recognized as interest expense using the effective interest method. The balance associated with the contingent liability was initially recorded as $25.0 million, net of allocated transaction costs, in July 2022 and is reported on the condensed consolidated balance sheets as “Future royalty payment contingency”.
There are a number of factors that could materially affect the amount and timing of the contingent $15.0 million milestone and royalty payments, some of which are not within the Company’s control. Such factors include, but are not limited to, changes in the projected market size, the introduction of competing products, patent protection matters, and regulatory product approval for ampreloxetine. The contingent liability was recognized using significant unobservable inputs. These inputs were derived using internal management estimates and reflect management’s judgements and forecasts. The significant unobservable inputs include the forecasted revenues, the probability and timing of the regulatory milestone, and the expected term of the royalty stream, as well as the overall probability of ampreloxetine’s success. These estimates are considered Level 3 fair value inputs. A significant change in certain unobservable inputs, such as the probability of ampreloxetine’s success, could result in a material increase or decrease to the effective interest rate of the contingent liability. If ampreloxetine regulatory approval is not achieved or if ampreloxetine sales are never recognized, the Company would not be obligated to repay any of the funding amounts received from Royalty Pharma.
On March 3, 2026, the Company announced that its ampreloxetine Phase 3 clinical study (CYPRESS) did not meet its primary endpoint. As a result of this outcome, the Company is winding down the CYPRESS program while continuing 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. In accordance with accounting guidance under ASC 470, Debt, the Company ceased recognizing interest expense on the contingent liability balance beginning in the first quarter of 2026.
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Contract Derivative
On December 27, 2024, the Company purchased a contract derivative to manage its exposure to financial risk and to mitigate potential tax liability. The Company determined that the contract derivative met the definition of a derivative under ASC 815, Derivatives and Hedging.
The contract derivative is measured at fair value using the discounted cash flow method and includes unobservable inputs derived from management’s estimates and assumptions. Management’s estimates and assumptions are based in part on external data and internal data and involve a significant degree of judgment. The primary unobservable inputs, classified as Level 3 under the fair value hierarchy, include the remote possibility of a future payout of taxes. The discount rate utilized in the fair value model was 4.8%, as of December 31, 2025 and 5.2% as of June 30, 2026.
The contract derivative was recognized within non-current “Other assets” on the condensed consolidated balance sheets and changes to the contract derivative fair value were as follows for the six months ended June 30, 2026:
(In thousands)
Balance at December 31, 2025 $ 2,381
Unrealized loss (52)
Balance at June 30, 2026 $ 2,329
For the six months ended June 30, 2026, the decrease in the contract derivative’s fair value was driven by an increase in the estimated discount rate, and the unrealized loss was recognized within “Interest and other income, net” on the condensed consolidated statements of operations.
7. Subleases
Sublease Income
As of June 30, 2026, the Company has subleased approximately 130,000 square feet of a total 162,000 square feet of its South San Francisco office and laboratory space under four separate subleases. The Company’s sublease income is recognized as a reduction to rent expense within selling, general and administrative expenses on the condensed consolidated statements of operations. The Company’s sublease income from its subleases is summarized below:
Three Months Ended June 30, Six Months Ended June 30,
(In thousands) 2026 2025 2026 2025
Sublease income $ 2,447 $ 2,447 $ 4,894 $ 4,751
8. Share-Based Compensation
Share-Based Compensation Expense
Share-based compensation expense included in the condensed consolidated statements of operations was recognized as follows:
Three Months Ended June 30, Six Months Ended June 30,
(In thousands) 2026 2025 2026 2025
Research and development $ 566 $ 987 $ 1,193 $ 2,057
Selling, general and administrative 3,572 3,556 6,421 7,363
Restructuring expenses 1,852 — 2,880 —
Total share-based compensation expense $ 5,990 $ 4,543 $ 10,494 $ 9,420
Share-Based Compensation Modification Due to Organizational Restructuring
As a result of the Restructuring announcement on March 3, 2026 (see “Note 10. Organizational Restructuring” for information), the Board of Directors’ Compensation Committee approved the acceleration of certain equity awards for employees affected by the Restructuring. The Company accounted for the acceleration as a Type III modification
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(improbable to probable) under applicable share-based compensation accounting guidance. The modification occurred on different dates for US and Ireland employees and resulted in aggregate incremental fair value of approximately $5.2 million, as of the respective modification dates.
The incremental compensation cost associated with the modified awards is recognized on a straight-line basis over the requisite service period of the modified awards and is included in “Restructuring expenses” within the condensed consolidated statements of operations. Recognition of the modification expense began in the three months ended March 31, 2026 for awards held by US employees and in the three months ended June 30, 2026 for awards held by Ireland employees, reflecting the respective modification dates. For the three and six months ended June 30, 2026, the Company recognized $1.8 million and $2.9 million, respectively, of share-based compensation expense related to the modified awards.
Share-Based Compensation Option and Award Activity
The following tables summarize option and RSU activity (including market-based and performance-contingent RSUs) for the three and six months ended June 30, 2026 and 2025:
Weighted-Average Weighted-Average
Number of Shares Remaining Exercise Price of Number of Shares
Subject to Contractual Outstanding Options Subject to
Outstanding Options Term (Years) (in dollars) Outstanding RSUs
Outstanding at December 31, 2025 1,927,447 $ 15.05 3,202,492
Granted — — 69,215
Exercised/Released (22,044) 10.95 (720,320)
Forfeited (2,393) 10.30 (193,076)
Expired (17,240) 27.73 —
Outstanding at March 31, 2026 1,885,770 5.3 14.98 2,358,311
Granted 66,990 16.64 416,645
Exercised/Released (77,657) 14.64 (425,094)
Forfeited (375) 10.29 (226,197)
Expired (40,650) 23.97 —
Outstanding at June 30, 2026 1,834,078 5.0 $ 14.86 2,123,665
Weighted-Average Weighted-Average
Number of Shares Remaining Exercise Price of Number of Shares
Subject to Contractual Outstanding Options Subject to
Outstanding Options Term (Years) (in dollars) Outstanding RSUs
Outstanding at December 31, 2024 1,896,908 $ 15.53 3,955,487
Granted — — 1,311,088
Exercised/Released — — (619,026)
Forfeited — — (163,160)
Outstanding at March 31, 2025 1,896,908 5.8 15.53 4,484,389
Granted 169,806 — 74,543
Exercised/Released — — (413,240)
Forfeited — — (44,996)
Expired (50,500) — —
Outstanding at June 30, 2025 2,016,214 6.0 $ 14.91 4,100,696
9. Income Taxes
For the six months ended June 30, 2026, the Company recognized an income tax benefit of $0.4 million, primarily due to the Company’s pre-tax loss for the year-to-date period.
No provision for income taxes has been recognized on undistributed earnings of the Company's foreign subsidiaries because it considers such earnings to be indefinitely reinvested.
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The Company follows the accounting guidance related to accounting for income taxes which requires that a company reduce its deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of its deferred tax assets will not be realized. In 2022, the Company released its valuation allowance for US federal tax purposes stemming from the effects of the Company’s sale of its equity interests in Theravance Respiratory Company, LLC in July 2022. As of June 30, 2026, the Company does not believe a valuation allowance against its deferred tax assets should be re-established to offset its deferred tax assets for US federal tax purposes. As of June 30, 2026, the Company continues to maintain a full valuation allowance in certain states, including California, and other jurisdictions.
The Company records liabilities related to uncertain tax positions in accordance with the income tax guidance which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Resolution of one or more of these uncertain tax positions in any period may have a material impact on the results of operations for that period. The Company includes any applicable interest and penalties related to income tax matters in income tax expense.
The Company’s future income tax expense may be affected by such factors as changes in tax laws, regulations, its business, tax rates, interpretation of existing laws or regulations, the impact of accounting for share-based compensation, the impact of accounting for business combinations and other transactions, its international organization, shifts in the amount of income before tax earned in the US as compared with other regions in the world, and changes in overall levels of income before tax.
10. Organizational Restructuring
On March 3, 2026, the Company announced that its 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, the Company is winding down the CYPRESS program, subject to certain restrictions set forth in the Merger Agreement between the Company and Zymeworks, while continuing certain targeted regulatory, scientific and intellectual property R&D activities to evaluate potential future regulatory and strategic opportunities and maximize the value of the program and related assets.
To align its resources with its commercial focus on YUPELRI, the Company initiated the Restructuring to streamline costs. As part of the Restructuring, the Company is reducing its headcount of 90 employees by approximately 50% through a reduction in its workforce. This reduction includes the wind-down of the R&D function and a decrease of approximately 50% in G&A employees. The Company estimates that it will incur approximately $6.0 million to $7.0 million in one-time total cash severance costs and approximately $4.5 million to $5.5 million in one-time total non-cash costs primarily related to the modification of equity-based awards for employees affected by the Restructuring.
Certain employees have departed the Company as of June 30, 2026, and the remainder of the impacted employees are expected to depart the Company over the second half of 2026. For the three months ended June 30, 2026, the Company incurred a total of $4.0 million in Restructuring expenses, consisting of $2.6 million in R&D expenses and $1.4 million in SG&A expenses, which is included on the condensed consolidated statements of operations within “Restructuring expenses”. For the six months ended June 30, 2026, the Company incurred a total of $7.7 million in Restructuring expenses, consisting of $4.3 million in R&D expenses and $3.4 million in SG&A expenses. Cash-related and non-cash related Restructuring expenses were $2.2 million and $1.8 million, respectively, for the three months ended June 30, 2026 and $4.8 million and $2.9 million, respectively, for the six months ended June 30, 2026.
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Selected information related to accrued cash-related Restructuring expenses (excluding share-based compensation expenses) was as follows and included in the condensed consolidated balance sheets within “Accrued personnel-related expenses”:
(In thousands)
Balance at December 31, 2025 $ —
Net accruals 4,784
Cash paid (2,021)
Balance at June 30, 2026 $ 2,763
As of June 30, 2026, the Company did not recognize any material impairment charges associated with its property and equipment or operating lease assets as a result of the Restructuring.
11. Commitments and Contingencies
Legal Proceedings
In the ordinary course of business, the Company may be subject to legal claims and regulatory actions that could have a material adverse effect on its business or financial position. The Company assesses its potential liability in such situations by analyzing the possible outcomes of various litigation, regulatory, and settlement strategies. If the Company determines that a material loss is probable and its amount can be reasonably estimated, it will accrue an amount equal to the estimated loss. As of June 30, 2026, the Company did not accrue any estimated losses related to its ongoing legal proceedings.
Litigation – Patent Infringement
During January 2023, the Company received notice from Accord Healthcare, Inc.; Cipla USA, Inc. and Cipla Limited; Eugia Pharma Specialties Ltd.; Lupin Inc.; Mankind Pharma Ltd.; Orbicular Pharmaceutical Technologies Private Limited; and Teva Pharmaceuticals, Inc. (collectively, the “generic companies”), that they have each filed with the FDA an abbreviated new drug application (“ANDA”), for a generic version of YUPELRI. The notices from the generic companies each included a paragraph IV certification with respect to five of the Company’s patents listed in the FDA’s Orange Book for YUPELRI on the date of the Company’s receipt of the notice. The asserted patents relate generally to polymorphic forms of and a method of treatment using YUPELRI. In February 2023, the Company filed patent infringement suits against the generic companies in federal district courts, including the US District Court for the District of New Jersey, the US District Court for the District of Delaware, and the US District Court for the Middle District of North Carolina. The suits in Delaware and North Carolina have been dismissed, as all generic companies have agreed to venue in New Jersey. The complaint alleges that by filing the ANDAs, the generic companies have infringed five of the Company’s Orange Book listed patents. Additional patents covering YUPELRI, granted on July 4, 2023, January 2, 2024, July 30, 2024 and April 29, 2025, were listed in the Orange Book. The Company filed additional patent infringement suits in the US District Court for the District of New Jersey against generic companies who had not settled at those times, and these suits were consolidated with the above action.
In May 2024, the Company received notice from Qilu Pharmaceuticals Co., Ltd. (“subsequent ANDA filer”), that it had filed with the FDA an ANDA for a generic version of YUPELRI. The notice from the subsequent ANDA filer included a paragraph IV certification with respect to certain of the Company’s patents listed in FDA’s Orange Book for YUPELRI. The asserted patents relate generally to polymorphic forms of and a method of treatment using YUPELRI. In June 2024, the Company filed a patent infringement suit against the subsequent ANDA filer in the US District Court for the Eastern District of Pennsylvania. The complaint alleges that by filing the ANDA, the subsequent ANDA filer has infringed certain of the Company’s Orange Book listed patents.
As of March 31, 2026, the Company has settled all litigation with all of the parties listed above pursuant to individual agreements in which the Company granted these companies a royalty-free, non-exclusive, non-sublicensable, non-transferable license to manufacture and market their respective generic versions of YUPELRI inhalation solution in the US on or after the licensed launch date of April 23, 2039, subject to certain exceptions and other provisions customary for agreements of this type. As required by law, the settlements are subject to review by the US Department of Justice and the Federal Trade Commission.
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