UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On May 3, 2024, Zymeworks Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a prospectus supplement dated May 3, 2024 (the “Exchangeable Shares Prospectus Supplement”) to its prospectus dated May 2, 2024, which was included in the automatic shelf registration statement on Form S-3ASR (Registration No. 333-279073) filed by the Company on May 2, 2024 (the “Registration Statement”). The Exchangeable Shares Prospectus Supplement relates to the issuance, from time to time, of up to 570,637 shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), issuable upon the exchange of exchangeable shares in the capital of Zymeworks ExchangeCo Ltd., a company existing under the laws of British Columbia and the Company’s indirect subsidiary, which issued the exchangeable shares to certain shareholders of the Company’s predecessor, Zymeworks BC Inc. (formerly known as Zymeworks Inc.) in connection with the previously reported redomicile transactions completed on October 13, 2022.
In addition, on May 3, 2024, the Company filed with the SEC a prospectus supplement dated May 3, 2024 (the “ATM Shares Prospectus Supplement”) to its prospectus dated May 2, 2024, which was included in the Registration Statement. The ATM Shares Prospectus Supplement relates to the offer and sale of shares of Common Stock, from time to time, having an aggregate offering price of up to $150,000,000, through Cantor Fitzgerald & Co. (“Cantor”) acting as sales agent (the “ATM Shares”), pursuant to the sales agreement by and between the Company and Cantor dated as of November 9, 2022 as previously reported. The ATM Shares are being offered and sold pursuant to the Registration Statement, including the prospectus and the ATM Shares Prospectus Supplement.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Copies of the opinions of Wilson Sonsini Goodrich & Rosati, Professional Corporation, relating to the legality of (i) the shares of Common Stock covered by the Exchangeable Shares Prospectus Supplement and (ii) the ATM Shares covered by the ATM Shares Prospectus Supplement are attached as Exhibit 5.1 and Exhibit 5.2 hereto, respectively, and each is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. | |
| 5.2 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | |
| 23.1 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1) | |
| 23.2 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.2) | |
| 104 | Cover Page Interactive Data File (embedded as Inline XBRL document). | |
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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: May 3, 2024 | By: | /s/ Kenneth Galbraith | ||||
| Name: | Kenneth Galbraith | |||||
| Title: | Chair, President, Chief Executive Officer and interim Chief Financial Officer | |||||
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