UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July 10~~August 22, 2022

LALa ~~JOLLA~~Jolla ~~PHARMACEUTICAL~~Pharmaceutical ~~COMPANY~~Company

(Exact name of registrant as specified in its charter)

Delaware		001-36282		33-0361285
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No. )

201 Jones Road, Suite 400 Waltham, MA		02451
201 Jones Road, Suite 400 Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 715-3600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of exchange on which registered
Common Stock, par value $0.0001 per share		LJPC		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

~~Item~~Introductory ~~1.01~~Note ~~Entry into a Material Definitive Agreement.~~

On August 22, 2022, Innoviva, Inc., a Delaware corporation (the “Parent”) completed the previously announced acquisition of La Jolla Pharmaceutical Company, a Delaware corporation (the “Company”), pursuant to an Agreement and Plan of Merger, dated as of July 10, 2022 (the “Merger Agreement”), by and among the Company, Parent and Innoviva Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”).

OnItem ~~July 10, 2022, La Jolla Pharmaceutical Company, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Innoviva, Inc~~1.,02 aTermination ~~Delaware corporation (the “Parent”), and Innoviva Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary~~ of ~~the~~Material ~~Parent~~Definitive ~~(the “Purchaser”). The Merger~~ Agreement provides for the acquisition of the Company by the Parent through a cash tender offer (the “Offer”) by the Purchaser for all of the Company’s outstanding shares of common stock (“Common Stock”), for $6.~~23 per share of Common Stock (the “Offer Price”).~~

~~The~~Effective ~~Company’s~~as ~~Board~~ of ~~Directors~~August 22, ~~has~~2022, ~~unanimously approved the Merger (as defined below)~~ and ~~the~~immediately ~~Merger~~following ~~Agreement and recommended that~~ the ~~stockholders~~effective oftime ~~the Company accept the Offer and tender their shares~~ of ~~Common Stock pursuant to~~ the ~~Offer.~~Merger ~~Under~~ (the ~~Merger~~“Effective ~~Agreement~~Time”), the ~~Parent~~Company isterminated ~~required~~the toCompany’s ~~commence~~Amended ~~the~~and ~~Offer~~Restated as2013 ~~promptly~~Equity asIncentive ~~reasonably~~Plan ~~practicable,~~ and inthe ~~any~~Company’s ~~event~~2018 onEmployee orStock ~~prior~~Purchase ~~to July 25, 2022~~Plan.

~~Pursuant~~Item to the terms of the Merger Agreement, as of immediately prior to the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of the Parent, Purchaser, the Company or any stockholder of the Company, (i) any shares of Common Stock and any shares of the Company’s preferred stock (“Preferred Stock”) held by the Company or any wholly-owned subsidiary of the Company as of immediately prior to the Effective Time (or held in the Company’s treasury) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor, (ii) any shares of Common Stock and Preferred Stock held by Parent, Purchaser or any other wholly-owned Subsidiary of Parent as of immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor, (iii) except as provided in clauses “(i)” and “(ii)” above: (A) each share of Common Stock outstanding immediately prior to the Effective Time (other than any holders of Common Stock who are entitled to and who properly exercise appraisal rights under Delaware law) will be converted into the right to receive the Offer Price, and (B) each share of Series C Preferred Stock outstanding immediately prior to the Effective Time (other than any holders of Series C Preferred Stock who are entitled to and who properly exercise appraisal rights under Delaware law) will be converted into the right to receive a cash sum equal to 1,7242.~~04 times the Offer Price and (iv) each share of common stock, $0.~~01 ~~par~~Completion ~~value per share,~~ of ~~Purchaser~~Acquisition ~~outstanding~~or ~~immediately~~Disposition ~~prior to the Effective Time shall be converted into one share~~ of ~~Common Stock of the Company~~Assets.

~~The~~As ~~Purchaser’s~~previously ~~obligation~~disclosed, pursuant to ~~accept~~the ~~shares~~Merger ofAgreement, ~~Common~~Purchaser ~~Stock~~conducted ~~tendered~~a intender ~~the~~offer ~~Offer is subject~~ to ~~customary~~acquire ~~closing~~all ~~conditions,~~of ~~including: (a) that~~ the ~~number~~issued ~~of shares of Common Stock validly tendered~~ and ~~not~~outstanding ~~validly withdrawn, together with any~~ shares of ~~Common~~the ~~Stock~~Company’s ~~beneficially~~common ~~owned~~stock, bypar ~~the~~value ~~Parent~~$0.0001 orper ~~any~~share ~~subsidiary of~~ (the ~~Parent~~“Shares”), ~~equals~~other ~~at least one share more~~ than ~~50%~~any ofParent-Owned ~~all~~Shares ~~shares~~and ofCompany-Owned ~~Common~~Shares ~~Stock~~(each ~~then~~as ~~outstanding;~~defined (bbelow) ~~the~~, ~~applicable~~at ~~waiting~~a ~~period~~purchase ~~under~~price ~~the~~of ~~Hart-Scott-Rodino~~$6.23 ~~Antitrust~~per ~~Improvements~~Share ~~Act of 1976~~ in ~~respect~~cash of (the ~~transactions~~“Offer ~~contemplated~~Price”), bywithout ~~the~~interest ~~Merger Agreement have expired or been terminated~~ and ~~the~~subject ~~absence~~to of any ~~injunction~~applicable orwithholding ~~legal~~taxes ~~restraint which has~~ (the ~~effect~~“Merger ofConsideration”), ~~prohibiting~~upon the ~~consummation~~terms ofand ~~the~~subject ~~Offer~~to ~~or making~~ the ~~Offer~~conditions orset ~~the~~forth ~~Merger~~in ~~illegal; (c) since~~ the ~~date~~Offer ofto ~~the~~Purchase, ~~Merger~~dated ~~Agreement~~July 25, ~~there~~2022 ~~shall not have occurred any Company Material Adverse Effect;~~ (~~d) compliance~~as byamended ~~the~~or ~~Company~~supplemented ~~with~~from ~~its~~time ~~covenants~~to ~~under~~time, the ~~Merger~~“Offer ~~Agreement;~~to (ePurchase”) ~~the~~, ~~accuracy of representations~~ and ~~warranties of~~ the ~~Company~~related asLetter of ~~the~~Transmittal ~~expiration of the Offer;~~ (f) the ~~absence~~“Letter of ~~any~~Transmittal” ~~pending~~and, ~~legal~~together ~~proceeding~~with ~~in which a governmental body is a party challenging~~ the Offer orto ~~the~~Purchase ~~Merger;~~ and ~~(g)~~ other ~~customary~~related ~~conditions.~~materials, ~~The~~as ~~obligations~~each ofas ~~the~~amended ~~Parent~~or ~~and~~supplemented ~~the~~from ~~Purchaser~~time to ~~consummate~~time, the “Offer ~~and the Merger under the Merger Agreement are not subject to a financing condition~~”).

~~Following~~The ~~the~~Offer ~~completion~~expired ofone ~~the~~minute ~~Offer,~~after ~~subject~~11:59 toP.M., ~~the~~New ~~absence~~York ofCity ~~injunctions~~time, oron ~~other~~August 19, ~~legal~~2022 ~~restraints~~as ~~preventing~~scheduled ~~the~~and ~~consummation~~was ofnot ~~the~~extended. ~~Merger,~~According ~~the~~to ~~Purchaser~~American ~~will~~Stock ~~merge~~Transfer ~~with~~ and ~~into~~Trust ~~the~~ Company, (LLC, the ~~“Merger”),~~depositary ~~with~~for the ~~Company~~Offer, ~~surviving~~21,703,224 asShares awere ~~wholly~~validly ~~owned~~tendered ~~subsidiary~~and ofnot ~~the~~withdrawn ~~Parent,~~ pursuant to the ~~procedure~~Offer, ~~provided~~which ~~for~~Shares ~~under~~represented ~~Section 251(h)~~approximately 87% of the ~~Delaware~~outstanding ~~General Corporation Law~~Shares, ~~without~~satisfying ~~any additional stockholder approval, on~~ the ~~terms~~minimum ~~and~~tender ~~subject~~condition to the ~~conditions set forth in the Merger Agreement~~Offer. ~~The~~Each ~~Merger~~other ~~will~~condition beto ~~effected~~the asOffer ~~soon~~was assatisfied ~~practicable~~or ~~following~~waived, ~~the~~and ~~time~~Purchaser ofirrevocably ~~purchase~~accepted byfor ~~the~~payment ~~Purchaser~~all ofShares ~~shares~~that ofwere ~~Common Stock~~ validly tendered and not ~~withdrawn~~validly ~~in the Offer~~withdrawn.

~~The~~On ~~Requisite~~August 22, ~~Holders~~2022, following consummation of the Offer, Purchaser merged with and into the Company (asthe ~~defined~~“Merger”), inwith the Company’s ~~certificate~~surviving as a wholly-owned subsidiary of ~~incorporation~~the Parent. The Merger was completed pursuant to Section 251(h) of the ~~Preferred~~General ~~Stock~~Corporation ~~have~~Law ~~waived~~of the ~~right~~State of Delaware (the “DGCL”), with no vote of the Company stockholders required to ~~approve~~consummate athe ~~Change~~Merger. At the effective time of ~~Control~~the Merger (asthe ~~defined~~“Effective Time”), each issued and outstanding Share (other than (i) Shares owned at the commencement of the Offer and immediately prior to the Effective Time by Parent, Purchaser or any other direct or indirect wholly-owned subsidiary of Parent (the “Parent-Owned Shares”), (ii) Shares owned immediately prior to the Effective Time by the Company (or held in the Company’s ~~certificate~~treasury) of(the ~~incorporation~~“Company-Owned Shares”) asand ~~relating~~(iii) Shares held by stockholders who are entitled to, and who have properly exercised and perfected their respective demands for, appraisal of such Shares in the ~~Offer~~time and manner provided in Section 262 of the ~~Merger~~DGCL and, ~~which~~as of the Effective Time, have neither effectively withdrawn their respective demand nor otherwise lost their respective rights to appraisal pursuant to Section 262 of the DGCL), was converted into the right isto ~~provided~~receive ~~for~~an amount in ~~Article~~cash IVequal to the Merger Consideration, ~~Section~~without interest and subject to any applicable withholding of taxes. Additionally, each issued and outstanding share the Company’s Series C-12 Convertible Preferred Stock, par value $0.0001 per share (deach, a “Preferred Share”) (9)other than (Bi) Preferred Shares owned at the commencement of the ~~Company~~Offer and immediately prior to the Effective Time by Parent, Purchaser or any other direct or indirect wholly-owned subsidiary of Parent, (ii) Preferred Shares owned immediately prior to the Effective Time by Parent (or held in La Jolla’s ~~certificate~~treasury) and (iii) Preferred Shares held by stockholders who are entitled to, and who have properly exercised and perfected their respective demands for, appraisal of ~~incorporation~~such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn their respective demand nor otherwise lost their respective rights to appraisal pursuant to Section 262 of the DGCL), was converted into the right to receive an amount in cash equal to 1,724.04 times the Merger Consideration (the “Preferred Share Consideration”), without interest and subject to any applicable withholding of taxes.

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~~The~~As ~~Merger~~a ~~Agreement~~result ~~contains~~of ~~customary representations and warranties from both~~ the ~~Company~~Merger, ~~on the one hand, and the Parent and the Purchaser, on the other hand. It also contains customary covenants, including covenants providing for the Company to~~ (i) ~~cause~~ each ofoption ~~the Company and its subsidiaries~~ to ~~conduct~~purchase ~~its~~Shares ~~business and operations in the ordinary course and in accordance in all material respects with past practice;~~ (~~ii) not~~each, toa ~~engage~~“Company ~~in specified types of transactions during such period; and (iii~~Option”) ~~not (a) solicit~~, ~~initiate,~~whether orvested ~~knowingly facilitate~~ or ~~knowingly encourage any inquiries or the making of any proposal or offer that constitutes~~unvested, orwas ~~would~~terminated ~~reasonably~~and becancelled ~~expected~~immediately toprior ~~lead~~ to, anthe ~~alternative~~Effective ~~acquisition~~Time ~~proposal, (b) engage~~ in, ~~continue~~exchange orfor ~~otherwise~~the ~~participate~~right inof ~~any~~the ~~discussions~~holder orthereof ~~negotiations regarding, or furnish~~ to ~~any~~receive ~~other~~a ~~person any non~~lump-~~public~~sum ~~information~~amount in ~~connection~~cash, ~~with~~without aninterest, ~~alternative~~equal ~~acquisition~~to ~~proposal~~the orexcess, if any, ~~proposal~~of orthe ~~offer~~Offer ~~that~~Price ~~would~~over ~~reasonably~~the beexercise ~~expected~~price toper ~~lead~~share ~~to an alternative acquisition proposal~~thereof, ~~(c) adopt~~net ~~any resolution for the purpose~~ of ~~exempting~~ any ~~person~~taxes ~~(other~~withheld ~~than~~pursuant ~~Parent~~to ~~and its subsidiaries) from~~ the ~~restriction~~Merger onAgreement. ~~“business~~With ~~combinations”~~respect orto ~~any~~each ~~similar~~Company ~~provision~~Option ~~contained~~with inan ~~applicable~~exercise ~~anti-takeover~~price ~~law~~that oris ~~the~~greater ~~Company’s~~than ~~organizational~~ or ~~other~~equal ~~governing~~to ~~documents~~the orOffer ~~(d) enter into any letter of intent~~Price, ~~contract,~~such ~~commitment~~termination orand ~~agreement~~cancellation inwas ~~principle~~for ~~with~~no ~~respect to an alternative acquisition proposal~~consideration.

The ~~Merger~~foregoing ~~Agreement~~summaries ~~contains~~of ~~customary termination rights for both~~ the ~~Parent~~Merger ~~and~~Agreement ~~the Purchaser, on the one hand,~~ and the ~~Company,~~transactions oncontemplated ~~the~~respectively ~~other~~thereby ~~hand,~~do ~~including,~~not ~~among~~purport ~~others, for failure~~ to ~~consummate~~be ~~the~~complete ~~Offer~~and onare orsubject ~~before October 9~~to, ~~2022~~and ~~(the~~qualified ~~“End Date”). If the Merger Agreement is terminated under certain circumstances specified~~ in ~~the~~their ~~Merger~~entirety ~~Agreement~~by, ~~(including under specified circumstances in connection with~~ the ~~Company’s~~full ~~entry~~text ~~into~~of ~~an agreement with respect to a Superior Offer (as defined in~~ the Merger Agreement)), ~~the~~attached ~~Company~~as ~~will~~Exhibit be2.1 ~~required~~ to ~~pay~~ the ~~Parent~~Current aReport ~~termination~~on ~~fee~~Form of8-K ~~$7,227,181.80.~~filed ~~In addition, if the Merger Agreement is terminated~~ by the ~~Parent or the~~ Company ~~because~~on ~~the~~July 11, ~~acceptance time for the tender offer did not occur prior to the End Date or the tender offer expires in accordance with its terms without the Purchaser purchasing any shares of Common Stock~~2022, ~~the~~which ~~Company~~are ~~will~~incorporated beherein ~~required~~by ~~to reimburse Parent for certain transaction expenses, not to exceed $1,500,000~~reference.

~~The~~Item ~~foregoing~~3.01 ~~description~~Notice of ~~the~~Delisting ~~Merger~~or ~~Agreement~~Failure ~~does not purport~~ to beSatisfy ~~complete~~a ~~and~~Continued isListing ~~qualified~~Rule inor ~~its~~Standard; ~~entirety~~Transfer ~~by reference to the Merger Agreement, a copy~~ of ~~which is filed as Exhibit 2~~Listing.~~1 hereto and is incorporated herein by reference.~~

~~The~~On ~~Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company~~August 22, ~~the Parent~~2022, the ~~Purchaser or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by the~~ Company, on(a) notified the ~~one~~Nasdaq ~~hand,~~Capital ~~and~~Market ~~the~~(“Nasdaq”) ~~Parent~~of ~~and~~ the ~~Purchaser,~~consummation onof the ~~other~~Merger ~~hand,~~and ~~made~~(b) requested ~~solely~~that ~~for~~Nasdaq: ~~the~~(i) halt ~~benefit~~trading of the ~~other.~~Common ~~The~~Stock ~~assertions~~for ~~embodied~~August 22, in2022 ~~those representations~~ and ~~warranties~~suspend ~~are~~trading ~~subject~~of ~~to qualifications and limitations agreed to by~~ the ~~respective~~Common ~~parties~~Stock ineffective ~~negotiating the terms of the Merger Agreement~~August 22, ~~including~~2022; ~~information~~and in(ii) file ~~confidential disclosure schedules delivered in connection~~ with the ~~signing~~Securities ~~of the Merger Agreement. Moreover, certain representations~~ and ~~warranties~~Exchange inCommission ~~the~~(“SEC”) ~~Merger Agreement were made as of~~ a ~~specified~~Form ~~date,~~25 ~~may~~Notification ~~be subject to a contractual standard~~ of ~~materiality~~Removal ~~different~~ from ~~what~~Listing ~~might~~and/or beRegistration ~~viewed as material~~ to ~~investors,~~delist orand ~~may~~deregister ~~have~~the ~~been~~Common ~~used~~Stock ~~for~~under ~~the~~Section 12(b) ~~purpose~~ of ~~allocating risk between~~ the ~~Company,~~Securities onExchange ~~the~~Act ~~one~~of ~~hand~~1934, ~~and~~as ~~the~~amended ~~Parent and~~ (the ~~Purchaser,~~“Exchange ~~on the other hand, rather than establishing matters as facts~~Act”). ~~Accordingly,~~The ~~the~~Company ~~representations~~intends ~~and~~to ~~warranties~~file ina ~~the~~certification ~~Merger Agreement should not be relied~~ on byForm ~~any~~15 ~~persons~~with asthe ~~characterizations~~SEC ofrequesting the ~~actual~~deregistration ~~state~~ of ~~facts about~~ the ~~Company,~~Common ~~the~~Stock ~~Parent,~~and the ~~Purchaser~~suspension orof ~~their respective subsidiaries or affiliates at~~ the ~~time~~Company’s ~~they~~reporting ~~were~~obligations ~~made~~under orSections ~~otherwise.~~13 ~~In addition, information concerning the subject matter of the representations~~ and ~~warranties~~15(d) ~~may change after the date~~ of the ~~Merger~~Exchange ~~Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures~~Act.

OnItem July 10, 2022, concurrently with the execution of the Merger Agreement, the Parent entered into a Support Agreement (the “Support Agreement”) with the Purchaser and each of the stockholders of the Company set forth on Schedule A thereto (each, a “Support Agreement Stockholder”), pursuant to which each Support Agreement Stockholder agreed, among other things, to vote against other proposals to acquire the Company and, subject to certain exceptions, to tender his, her or its shares of Common Stock pursuant to the Offer3.03 ~~The~~Material ~~foregoing~~Modification ~~description of the Support Agreement does not purport~~ to beRights ~~complete and are qualified in its entirety by reference to the full text~~ of ~~the~~Security ~~form of Support Agreement, a copy of which is attached hereto as Exhibit 10~~Holders.~~1 and incorporated herein by reference.~~

-The information set forth in Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 85.01 ~~Other~~Changes ~~Events~~in Control of Registrant.

~~Press~~The ~~Release~~information set forth in Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

OnItem ~~July 11, 2022, the Company and Parent issued a joint press release announcing entry into the Merger Agreement~~5.02 ADeparture ~~copy~~ of ~~that~~Directors ~~press~~or ~~release~~Certain isOfficers; ~~filed~~Election asof ~~Exhibit~~Directors; ~~99.1~~Appointment ~~hereto~~of ~~and~~Certain isOfficers; ~~incorporated~~Compensatory ~~herein~~Arrangements byof ~~reference.~~Certain Officers.

In accordance with the terms of the Merger Agreement: (i) each of Kevin Tang, Larry Edwards, Craig Johnson, Laura Johnson, David Ramsay and Robert Rosen resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof, effective at the Effective Time (as defined in the Merger Agreement); and (ii) Kevin Tang, resigned from his position as Chairman of the Company’s Board of Directors.

Effective as of the Effective Time: (i) Pavel Raifeld, CFA, and Marianne Zhen, CPA, became members of the Company’s Board of Directors; (ii) Larry Edwards will remain Chief Executive Officer and President, and “principal executive officer,” as such term is defined under the Exchange Act, of the Company; and (iii) Michael Hearne will remain Chief Financial Officer, and “principal financial officer” and “principal accounting officer,” as such terms are defined under the Exchange Act, of the Company. Information about Mr. Raifeld and Ms. Zhen is contained in the Parent’s and Purchaser’s Offer to Purchase, dated July 25, 2022, which information is incorporated herein by reference. Information about Messrs. Edwards and Hearne is contained in the Company’s Annual Report on Form 10-K, which information is incorporated herein by reference.

Item 5.03

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety, effective as of the Effective Time. Copies of the Company’s amended and restated certificate of incorporation and amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1†		Agreement and Plan of Merger by and among the Parent, the Purchaser and the Company, dated as of July 10, 2022.
2.1		Agreement and Plan of Merger by and among the Parent, the Purchaser and the Company, dated as of July 10, 2022 (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by the Company on July 11, 2022)
10.1		Support Agreement, dated as of July 10, 2022, by and among the Parent, the Purchaser and the stockholders named therein.
3.1		Amended and Restated Certificate of Incorporation of La Jolla Pharmaceutical Company
99.1		Joint Press Release, dated July 11, 2022.
3.2		Amended and Restated Bylaws of La Jolla Pharmaceutical Company
104		Cover Page Interactive ~~Data~~Date File (embedded within the Inline XBRL document)

†4 ~~Certain schedules and exhibits omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.~~

Additional Information

The tender offer for the outstanding shares of the Company referenced in this Current Report on Form 8-K has not yet commenced. This Current Report on Form 8-K is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that the Parent and its subsidiary will file with the Securities and Exchange Commission. At the time the tender offer is commenced, the Parent will file with the SEC a Tender Offer Statement on Schedule TO, and thereafter the Company will file a Solicitation/Recommendation Statement with the Securities and Exchange Commission on Schedule 14D-9 with respect to the tender offer. The Company’s stockholders are strongly advised to read the tender offer materials (including the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents that have yet to be filed) and the Solicitation/Recommendation Statement because they will contain important information that should be read carefully before any decision is made with respect to the tender offer. The Tender Offer Statement and the Solicitation/Recommendation Statement will be available for free at the SEC’s website at www.sec.gov. Free copies of these materials and other tender offer documents will be made available by the information agent for the tender offer.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, the Company and the Parent file annual, quarterly and special reports, proxy statements and other information with the SEC. The Company’s filings with the SEC are available to the public from the website maintained by the SEC at www.sec.gov. Additional copies of the tender offer materials may be obtained for free by contacting Innoviva, Inc. at 1350 Old Bayshore Highway Suite 400, Burlingame, CA 94010 or (650) 238-9600.

Forward-Looking Statements

Any statements in this Form 8-K regarding the proposed transaction between the Parent and the Company and any other statements about the Company management’s future expectations, beliefs, goals, plans or prospectus constitute forward-looking statements. Any statements that are not statements of historical fact (including statements containing “believes,” “anticipates,” “plans,” “expects,” “may,” “will,” “would,” “intends,” “estimates,” and similar

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expressions), should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the risk that the proposed Offer and Merger may not be completed in a timely manner, or at all, which may adversely affect the Company’s business and the price of its common stock; risks as to the percentage of the Company’s stockholders tendering their shares in the Offer; the possibility that competing offers will be made; the failure to satisfy all of the closing conditions of the Offer and/or the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, the Offer and/or the other proposed transactions; the effect of the announcement or pendency of the Offer, Merger or other proposed transactions on the Company’s business, operating results, and relationships with customers, suppliers, competitors and others; risks that the Offer, Merger or other proposed transactions may disrupt the Company’s current plans and business operations; potential difficulties retaining employees as a result of the proposed transactions; risks related to the diverting of management’s attention from the Company’s ongoing business operations; the outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement, the Offer, the Merger or the other proposed transactions; risks associated with GIAPREZA® (angiotensin II) and XERAVA® (eravacycline) sales; risks related to operating costs; regulatory actions relating to the Company’s products by the U.S. FDA, European Commission, China National Medical Products Administration and/or other regulatory authorities; risks related to expected future cash flows of the Company, including upfront, milestone, royalty and other payments resulting from the Company’s out-license agreements and commercial supply agreements; concerns with or threats of, or the consequences of, pandemics, contagious diseases or health epidemics, including COVID-19; risks associated with competition, and other commercial and other risk factors discussed in the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2022 filed with the SEC on May 16, 2022. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

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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 hereunto duly authorized.

	La Jolla Pharmaceutical Company
Date: July 11, 2022	By:	/s/ Larry Edwards
	By:	/s/ Larry Edwards
		Larry Edwards
Date: August 22, 2022		Name: Larry Edwards
		Chief Executive Officer
		Title: Chief Executive Officer

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