INVA 10-K/A
Innoviva, Inc. (INVA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One) |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended |
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or |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
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Commission File No.
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (
Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange On Which Registered |
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The |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check One):
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Accelerated filer ☐ |
Non‑accelerated filer ☐ |
Smaller reporting company |
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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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant based upon the closing price of the registrant’s Common Stock on The Nasdaq Global Select Market on June 30, 2025 was $
On February 13, 2026, there were
DOCUMENTS INCORPORATED BY REFERENCE
Specified portions of the registrant’s definitive Proxy Statement to be issued in conjunction with the registrant’s 2026 Annual Meeting of Stockholders, which is expected to be filed not later than 120 days after the registrant’s fiscal year ended December 31, 2025, are incorporated by reference into Part III of this Annual Report. Except as expressly incorporated by reference, the registrant’s Proxy Statement shall not be deemed to be a part of this Annual Report on Form 10-K/A.
EXPLANATORY NOTE
In accordance with applicable Securities and Exchange Commission (“SEC”) rules and as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment includes new certifications from the Company’s Principal Executive Officer and Principal Financial Officer dated as of the date of filing of this Amendment.
This Amendment consists solely of the preceding cover page, this explanatory note, Part IV., Item 15., “Exhibits and Financial Statement Schedules,” in its entirety, the Exhibits, the signature page and the new certifications of the Company’s Principal Executive Officer and Principal Financial Officer.
This Amendment does not reflect events occurring after the date of the Original Filing and does not amend or update in any way the disclosures made in the Original Filing, except as described above. In particular, the information included in this Amendment under Part II, Item 8 is identical in all respects to the information included under such caption in the Original Filing. This Amendment should be read in conjunction with the Original Filing and with the Company’s subsequent filings with the SEC.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Amendment No. 1 on Form 10‑K/A:
1. Financial Statements:
The following financial statements, supplementary data and reports of independent public accountants appear in Part II, Item 8 of the Original Filing and are incorporated herein by reference:
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Income and Comprehensive Income for each of the three years in the period ended December 31,
2025
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2025
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2025
Notes to the Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm,
2. Financial Statement Schedules:
All schedules have been omitted because of the absence of conditions under which they are required or because the required information, where material, is shown in the financial statements, financial notes or supplementary financial information.
(b) Exhibits required by Item 601 of Regulation S‑K:
The information required by this Item is set forth on the exhibit index that follows the signature page of this report.
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Exhibits
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Incorporated by Reference |
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Filed Herewith |
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Exhibit |
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Description |
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Form |
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Exhibit |
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Filing |
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2.1 |
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8-K |
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2.1 |
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5/24/2022 |
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2.2 |
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8-K |
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2.1 |
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7/11/2022 |
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3.1 |
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8‑K |
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99.2 |
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4/28/2016 |
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3.2 |
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Amended and Restated Bylaws, amended and restated as of January 1, 2023 |
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8‑K |
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3.1 |
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1/4/2023 |
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4.1 |
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Specimen certificate representing the common stock of the registrant |
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10‑K |
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4.1 |
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12/31/2006 |
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4.2 |
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8‑K |
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4.1 |
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1/25/2013 |
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4.3 |
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8-K |
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4.1 |
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1/25/2013 |
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4.4 |
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8‑K |
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4.1 |
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8/7/2017 |
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4.5 |
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10-K |
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4.9 |
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2/19/2020 |
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4.6 |
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8-K |
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4.1 |
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3/8/2022 |
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10.2 |
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10‑Q |
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10.1 |
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6/30/2014 |
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10.3 |
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S‑1 |
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10.13 |
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6/10/2004 |
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10.4* |
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10‑K |
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10.13 |
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12/31/2013 |
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10.5+ |
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10‑K |
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10.22 |
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12/31/2009 |
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10.6+ |
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Amendment to Change in Control Severance Plan effective December 16, 2009 |
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10‑K |
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10.47 |
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12/31/2009 |
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10.7+ |
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2009 Change in Control Severance Plan adopted December 16, 2009 |
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10‑K |
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10.48 |
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12/31/2009 |
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10.8 |
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8‑K |
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10.2 |
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11/29/2010 |
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10.9 |
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Amendment to Strategic Alliance Agreement, dated October 3, 2011 |
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10‑K |
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10.34 |
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12/31/2011 |
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10.10+ |
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10‑Q |
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10.38 |
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6/30/2012 |
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10.11 |
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8‑K |
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10.1 |
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1/23/2013 |
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10.12 |
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8‑K |
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10.2 |
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1/23/2013 |
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10.13 |
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8‑K/A |
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10.1 |
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3/6/2014 |
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10.14* |
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8‑K/A |
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10.2 |
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3/6/2014 |
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10.15* |
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8‑K/A |
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10.3 |
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3/6/2014 |
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10.16 |
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Transition Services Agreement between Theravance and Theravance Biopharma, dated June 2, 2014 |
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8‑K |
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10.2 |
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6/5/2014 |
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10.17 |
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Tax Matters Agreement between Theravance and Theravance Biopharma, dated June 2, 2014 |
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8‑K |
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10.3 |
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6/5/2014 |
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10.18 |
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Employee Matters Agreement between Theravance and Theravance Biopharma, dated June 1, 2014 |
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8‑K |
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10.4 |
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6/5/2014 |
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10.19 |
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8‑K |
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10.5 |
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6/5/2014 |
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10.20 |
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10‑Q |
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10.64 |
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3/31/2015 |
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10.21+ |
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First Amendment to 2009 Change In Control Severance Plan (Renamed 2009 Severance Plan) |
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8‑K |
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10.2 |
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7/29/2015 |
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10.22 |
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10‑K |
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10.76 |
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2/23/2018 |
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10.23+ |
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10‑Q |
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10.81 |
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7/26/2018 |
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10.24+ |
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8‑K |
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10.1 |
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9/11/2018 |
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10.25+ |
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Offer Letter between Innoviva, Inc. and Pavel Raifeld, dated May 20, 2020 |
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8‑K |
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10.1 |
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5/26/2020 |
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10.26+ |
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Offer Letter between Innoviva, Inc. and Pavel Raifeld, dated April 29, 2022 |
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8-K |
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10.1 |
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5/2/2022 |
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10.27 |
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8‑K |
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10.1 |
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12/14/2020 |
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10.28 |
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8‑K |
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10.2 |
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12/14/2020 |
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10.29 |
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8-K |
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10.1 |
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5/20/2021 |
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10.30 |
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8-K |
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10.2 |
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5/20/2021 |
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10.31 |
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8-K |
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10.1 |
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3/8/2022 |
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10.32 |
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8-K |
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10.1 |
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5/24/2022 |
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10.33 |
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8-K |
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10.1 |
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7/11/2022 |
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10.34 |
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8-K |
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10.1 |
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7/13/2022 |
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10.35 |
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8-K |
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10.2 |
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7/13/2022 |
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10.36+ |
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10-Q |
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10.1 |
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5/9/2023 |
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10.37 |
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DEF 14A |
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4/28/2023 |
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10.38+ |
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Offer Letter between Innoviva, Inc. and Stephen Basso dated July 28, 2023 |
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8-K |
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10.1 |
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8/25/2023 |
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19 |
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10-K |
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12/31/2024 |
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21.1 |
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X** |
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23.1 |
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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm |
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X** |
23.3 |
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24.1 |
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Power of Attorney (see signature page to Annual Report on Form 10‑K) |
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X** |
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31.1 |
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X |
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31.2 |
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X |
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32# |
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97 |
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10-K |
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97 |
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2/29/2024 |
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99.1 |
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X |
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101.INS |
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Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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X** |
101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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X** |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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X** |
+ Management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of Form 10‑K.
* Confidential treatment has been granted for certain portions which are omitted in the copy of the exhibit electronically filed with the Securities and Exchange Commission. The omitted information has been filed separately with the Securities and Exchange Commission pursuant to Innoviva, Inc.’s application for confidential treatment.
** Previously filed with the Original Filing on February 25, 2026.
# Furnished herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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INNOVIVA, INC. |
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Date: March 27, 2026 |
By: |
/s/ PAVEL RAIFELD Pavel Raifeld |
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