8-K 1 form8k.htm FORM 8-K

 
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):
May 15, 2019
 
Zymeworks Inc.
(Exact name of registrant as specified in its charter)
 
British Columbia, Canada
001-38068
47-2569713
(State or other jurisdiction
of incorporation)
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
 
Suite 540, 1385 West 8th Avenue, Vancouver, British Columbia, Canada
V6H 3V9
(Address of principal executive offices)
(Zip Code)
 
 
 
 
(604) 678-1388
 
(Registrant’s telephone number, including area code)
 
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:
 
☐  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(s)
Name of each exchange on which registered
Common Shares, no par value per share
ZYME
New York Stock Exchange
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 1.01          ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The following information is filed pursuant to Item 1.01, “Entry into a Material Definitive Agreement.”

On May 15, 2019, Zymeworks Inc. (“Zymeworks”) and GlaxoSmithKline Intellectual Property Development Limited (“GSK”), entered into an amendment (the “GSK Amendment”) to the Platform Technology Transfer and License Agreement, dated April 21, 2016 (the “Licensing and Collaboration Agreement”). The GSK Amendment expands the Licensing and Collaboration Agreement to give GSK access to Zymeworks’ heavy-light chain pairing technology, part of Zymeworks’ proprietary Azymetricä platform, for the research, development, and commercialization of bispecific antibodies across multiple disease areas. Under the updated terms of the GSK Amendment, Zymeworks will be eligible to receive increased preclinical, development and commercial milestone payments, resulting in a new total potential value of the collaboration with GSK of up to US$1.1 billion, if all six products are developed and commercialized. Additionally, Zymeworks is eligible to receive increased tiered royalties on worldwide sales.

The foregoing description of the GSK Amendment is not complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which will is filed as exhibit 99.1 to this Form 8-K (“Exhibit 99.1”). Portions of Exhibit 99.1 are redacted.

Cautionary Note Regarding Forward-Looking Statements

This current report on Form 8-K includes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements in this current report on Form 8-K include, but are not limited to, statements that relate to future development activities in accordance with the terms of Zymeworks’ agreement with GSK, potential payments and/or royalties payable to Zymeworks under the agreement and other information that is not historical information. When used herein, words and phrases such as  “will” and “eligible to” and similar expressions are intended to identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based upon Zymeworks’ current expectations and various assumptions. Zymeworks believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. Zymeworks may not realize its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various factors, including, without limitation, market conditions and the factors described under “Risk Factors” in Zymeworks’ Quarterly Report on Form 10-Q for the three months ended March 31, 2019 (a copy of which may be obtained at www.sec.gov and www.sedar.com). Consequently, forward-looking statements should be regarded solely as Zymeworks’ current plans, estimates and beliefs. Investors should not place undue reliance on forward-looking statements. Zymeworks cannot guarantee future results, events, levels of activity, performance or achievements. Zymeworks does not undertake and specifically declines any obligation to update, republish, or revise any forward-looking statements to reflect new information, future events or circumstances or to reflect the occurrences of unanticipated events, except as may be required by law.
 
ITEM 8.01          OTHER EVENTS

The following information is filed pursuant to Item 8.01, “Other Events.”

On May 16, 2019, Zymeworks issued a press release announcing the GSK Amendment, which was filed with the Canadian securities regulatory authorities in Canada on the System for Electronic Document Analysis and Retrieval


(“SEDAR”) at www.sedar.com. Additionally, on May 17, 2019, Zymeworks filed a material change report regarding the GSK Amendment with the Canadian securities regulatory authorities on SEDAR at www.sedar.com. Copies of this press release and material change report are respectively filed as exhibits 99.2 and 99.3 hereto.

ITEM 9.01          FINANCIAL STATEMENTS AND EXHIBITS
 
(d)  Exhibits 

Exhibit No.
 
Description
 
 

 
Certain portions of this exhibit (indicated by “[…***…]”) have been omitted as Zymeworks has determined (i) the omitted information is not material and (ii) the omitted information would likely cause harm to Zymeworks if publicly disclosed.




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.

 
ZYMEWORKS INC.
 
(Registrant)
 
 
  
 
 
  
Date: May 17, 2019
By:
/s/ Neil Klompas
 
Name:     
Neil Klompas
 
Title:
Chief Financial Officer