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): June 24, 2019
________________________________
Zymeworks Inc.
(Exact name of registrant as specified in its charter)
________________________________

British Columbia, Canada
(State or other jurisdiction of incorporation)
001-38068
(Commission File Number)
47-2569713
(IRS Employer Identification No.)
     
Suite 540, 1385 West 8th Avenue, Vancouver, British Columbia, Canada
(Address of principal executive offices)
V6H 3V9
(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 7.01
REGULATION FD DISCLOSURE
On June 18, 2019, Zymeworks issued a press release announcing the filing of a preliminary prospectus supplement in connection with an offering of the Company's common shares and, in lieu of common shares, to a certain investor, pre-funded warrants to purchase common shares (the "Offering"), 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 (the "Launch Press Release"). Additionally, on June 19, 2019, Zymeworks issued a press release announcing the pricing of the Offering, which was filed with the Canadian securities regulatory authorities in Canada on SEDAR (the "Pricing Press Release"). Copies of the Launch Press Release and the Pricing Press Release were furnished to the Securities Exchange Commission (the "SEC") on a Form 8-K dated June 19, 2019.
Subsequently, on June 24, 2019, Zymeworks issued a press release announcing the closing of the Offering, which was filed with the Canadian securities regulatory authorities in Canada on SEDAR (the "Closing Press Release"). A copy of this press release is attached as exhibit 99.1 hereto.
The information provided under this Item (including exhibit 99.1, attached hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
ITEM 8.01
OTHER EVENTS
On June 25, 2019, Zymeworks filed a material change report regarding the launch, pricing and closing of the Offering, as described in the Launch Press Release, the Pricing Press Release and the Closing Press Release with the Canadian securities regulatory authorities. A copy of this material change report is attached as exhibit 99.2 hereto.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
 
Exhibit No.
 
Description
 

 

 



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
               
       
 
 
 
 
ZYMEWORKS INC.
 
 
 
 
 
(Registrant)
 
         
Date: June 25, 2019
 
 
 
By:
 
/s/ Neil Klompas
 
 
 
 
 
Name:
 
Neil Klompas
 
        Title:   Chief Financial Officer