UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Item 2.01 Completion of Acquisition or Disposition of Assets
In the Current Report on Form 8-K filed by Innoviva, Inc. (the “Company”) on July 20, 2022 (the “Initial 8-K”), the Company reported the sale of 750 Class A Units and 750 Class C Units of Theravance Respiratory Company, LLC (the “Seller Equity”), pursuant to that certain Equity Purchase Agreement (the “Sale”) by and the Company, Innoviva TRC Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Innoviva, and Royalty Pharma Investments 2019 ICAV (“Purchaser”), dated as of July 13, 2022, had closed, and the Seller Equity had been transferred to Purchaser.
The Company is filing this amendment (“Amendment No. 1”) in order to amend and supplement the Initial 8-K to include the historical and pro forma financial information required under Item 9.01 of Form 8-K with respect to the TRC Sale.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed combined financial information of the Company and certain assets acquired and liabilities assumed by the Company pursuant to the Acquisition are filed herewith as Exhibit 99.1 to this Amendment No. 1 and incorporated by reference into this Item 9.01(b):
| ● | Unaudited Pro Forma Condensed Consolidated Statement of Income for the Six Months Ended June 30, 2022. |
| ● | Unaudited Pro Forma Condensed Consolidated Statement of Income for the Year Ended December 31, 2021. |
| ● | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2022 |
(d) Exhibits
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 28, 2022 | INNOVIVA, INC. | |
| By: | /s/ Pavel Raifeld | |
| Pavel Raifeld | ||
| Chief Executive Officer | ||