−Removed: The information presented below supplements the risk factors set forth in Item 1A of Part I of our 2021 Form 10-K.
−Removed: As previously disclosed, on July 11, 2022, we announced the completion of our acquisition of Entasis by acquiring all the issued and outstanding equity securities of Entasis not already owned by Innoviva.
−Removed: The Entasis business constitutes a significant portion of our business and additional significant risks may apply to the Entasis business as detailed in the Annual Report on Form 10-K filed by Entasis on March 3, 2022, and as amended on May 2, 2022, which are hereby incorporated by reference.
−Removed: As previously disclosed, on August 22, 2022, we announced the completion of our acquisition of La Jolla by acquiring all the issued and outstanding equity securities of La Jolla.
−Removed: The La Jolla business constitutes a significant portion of our business and additional significant risks may apply to the La Jolla business as detailed in the Annual Report on Form 10-K filed by La Jolla on March 9, 2022, and as amended on May 2, 2022, which are hereby incorporated by reference.
−Removed: On August 23, 2022, we filed supplemental risk factors as Exhibit 99.1 on Current Report on Form 8-K filed on August 23, 2022, which are hereby incorporated by reference.
−Removed: Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: Defaults Upon Senior Securities
+Added: Our business is subject to a number of risks, including those identified in Item 1A of Part I of our 2022 Form 10-K.
+Added: There have been no material changes to the risk factors described in our 2022 Form 10-K.
+Added: Un registered Sales of Equity Securities and Use of Proceeds
+Added: a) Sales of Unregistered Securities
+Added: (b) Use of Proceeds from Public Offering of Common Stock
+Added: (c) Purchases of Equity Securities by the Issuer
+Added: The following table reflects share repurchases of our common stock for the three months ended March 31, 2023.
+Added: Total Number of Shares Purchases
+Added: Average Price Paid per Share
+Added: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
+Added: Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
+Added: January 1, 2023 to January 31, 2023
+Added: February 1, 2023 to February 28, 2023
+Added: March 1, 2023 to March 31, 2023
+Added: D efaults Upon Senior Securities
Mine Safety Disclosures
+Added: Oth er Information
+Added: (a) Index to Exhibits
+Added: Incorporated by Reference
+Added: Amended and Restated Certificate of Incorporation
+Added: Certificate of Amendment of Restated Certificate of Incorporation
+Added: Certificate of Ownership and Merger Merging LABA Merger Sub, Inc.
+Added: with and into Theravance, Inc., as filed with the Secretary of State of the State of Delaware, effective on January 7, 2016
+Added: Amended and Restated Bylaws, amended and restated as of February 8, 2017
+Added: Amended and Restated Bylaws, amended and restated as of January 1, 2023
+Added: Specimen certificate representing the common stock of the registrant
+Added: Indenture, dated as of January 4, 2013 by and between Theravance, Inc.
+Added: and the Bank of New York Mellon Trust Company, N.A., as trustee
+Added: Form of 2.125% Convertible Subordinated Note Due 2023 (included in Exhibit 4.2)
+Added: Indenture (including form of Note) with respect to Innoviva’s 2.5% Convertible Senior Notes due 2025, dated as of August 7, 2017, between Innoviva and The Bank of New York Mellon Trust Company, N.A., as trustee
+Added: Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
+Added: Indenture (including form of Note) with respect to Innoviva’s 2.125% Convertible Senior Notes due 2028, dated as of March 7, 2022, between Innoviva and The Bank of New York Mellon Trust Company, N.A., as trustee
+Added: Transition Agreement between Larry Edwards and Innoviva Specialty Therapeutics, Inc., dated February 23, 2023, and Release of Claims form signed by Larry Edwards, dated April 5, 2023
+Added: Certification of Principal Executive Officer pursuant to Rules 13a‑14 pursuant to the Securities Exchange Act of 1934
+Added: Certification of Principal Financial Officer pursuant to Rules 13a‑14 pursuant to the Securities Exchange Act of 1934
+Added: Certifications Pursuant to 18 U.S.C.
+Added: Inline XBRL Instance Document –
+Added: the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
+Added: Inline XBRL Taxonomy Extension Schema Document
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Cover Page Interactive Data File (embedded within the Inline XBRL document)
+Added: + Management contract or compensatory plan or arrangement.
+Added: * Furnished herewith.
+Added: 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 thereunto duly authorized.
+Added: Innoviva, Inc.
+Added: /s/ Pavel Raifeld
+Added: Pavel Raifeld
+Added: Chief Executive Officer
+Added: (Principal Executive Officer)
+Added: /s/ Marianne Zhen
+Added: Marianne Zhen
+Added: Chief Accounting Officer
+Added: (Principal Financial Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.