Innoviva, Inc. 10-Q

Item 1 A. Risk Factors Our business is subject to a number of risks, including those identified in Item 1A of Part I of our 2022 Form 10-K. There have been no material changes to the risk factors described in our 2022 Form 10-K. Item 2. Un registered Sales of Equity Securities and Use of Proceeds a) Sales of Unregistered Securities None. (b) Use of Proceeds from Public Offering of Common Stock None. (c) Purchases of Equity Securities by the Issuer The following table reflects share repurchases of our common stock for the three months ended June 30, 2023. Period Total Number of Shares Purchases Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs April 1, 2023 to April 30, 2023 455,031 $ 11.71 455,031 $ 45,835,428 May 1, 2023 to May 31, 2023 291,081 11.99 291,081 42,344,263 June 1, 2023 to June 30, 2023 29,392 12.72 29,392 41,970,369 Total 775,504 $ 11.86 775,504 (1) On October 31, 2022, our board of directors authorized a new share repurchase program under which we may repurchase up to $100.0 million of our outstanding shares of common stock. The repurchase program authorizes the repurchase by the Company of its common stock in open market transactions, including pursuant to a trading plan in accordance with Rule 10b-18 promulgated under the Exchange Act, privately negotiated transactions, in block trades, accelerated share repurchase transactions, exchange transactions, or any combination thereof or by other means in accordance with federal securities laws. The authorization permits management to repurchase shares of the Company’s common stock from time to time at management’s discretion. Repurchases may also be made pursuant to a trading plan under Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. The actual means and timing of any shares purchased under the program will depend on a variety of factors, including ongoing assessments of the capital needs of the business, the market price of our common stock, prevailing stock prices, general market conditions and other considerations. This program has no termination date, may be suspended or discontinued at any time at our discretion, and does not obligate us to acquire any amount of common stock. Item 3: D efaults Upon Senior Securities None. 49 Item 4: Mine Safety Disclosures None. Item 5: Oth er Information None. Item 6. Exhibit s (a) Index to Exhibits Incorporated by Reference Exhibit Number Description Form Exhibit Filing Date/Period End Date 3.1 Amended and Restated Certificate of Incorporation 8-K 99.2 4/28/2016 3.2 Amended and Restated Bylaws, amended and restated as of January 1, 2023 8-K 3.1 1/4/2023 4.1 Specimen certificate representing the common stock of the registrant 10-K 4.1 12/31/2006 4.2 Indenture, dated as of January 4, 2013 by and between Theravance, Inc. and the Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.1 1/25/2013 4.3 Form of 2.125% Convertible Subordinated Note Due 2023 (included in Exhibit 4.2) 8-K 4.2 1/25/2013 4.4 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 8-K 4.1 8/7/2017 4.5 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10-K 4.9 2/19/2020 4.6 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 8-K 4.1 3/8/2022 10.1 2023 Employee Stock Purchase Plan DEF 14A 4/28/2023 31.1 Certification of Principal Executive Officer pursuant to Rules 13a‑14 pursuant to the Securities Exchange Act of 1934 31.2 Certification of Principal Financial Officer pursuant to Rules 13a‑14 pursuant to the Securities Exchange Act of 1934 32* Certifications Pursuant to 18 U.S.C. Section 1350 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Management contract or compensatory plan or arrangement. * Furnished herewith. 50 SIGNATURES 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. Innoviva, Inc. Date: August 2, 2023 /s/ Pavel Raifeld Pavel Raifeld Chief Executive Officer (Principal Executive Officer) Date: August 2, 2023 /s/ Marianne Zhen Marianne Zhen Chief Accounting Officer (Principal Financial Officer) 51