UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On October 13, 2022, Zymeworks Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission a prospectus supplement dated October 13, 2022 (the “Prospectus Supplement”) to its prospectus dated October 1, 2021, which was included in the automatic shelf registration statement on Form S-3 (Registration No. 333-232592) filed by the Company’s predecessor, Zymeworks BC Inc. (formerly known as Zymeworks Inc.), or Legacy Zymeworks, and assumed by the Company in connection with the previously reported redomicile transactions completed on October 13, 2022 pursuant to which the Company became the ultimate parent company of Legacy Zymeworks (the “Redomicile Transactions”). The Prospectus Supplement relates to the issuance, from time to time, of up to 6,218,757 shares of the Company’s common stock consisting of:
| • | up to 1,424,533 shares of 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 Legacy Zymeworks in connection with the Redomicile Transactions; and |
| • | up to 4,794,224 shares of common stock issuable upon the exercise of pre-funded warrants that were originally issued by Legacy Zymeworks and assumed by the Company in connection with the Redomicile Transactions. |
A copy of the opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, relating to the legality of the shares of common stock covered by the Prospectus Supplement is attached as Exhibit 5.1 hereto and 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. | |
| 23.1 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). | |
| 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZYMEWORKS INC. | ||||||
| (Registrant) | ||||||
| Date: October 13, 2022 | By: | /s/ Neil A. Klompas | ||||
| Name: Title: |
Neil A. Klompas President and Chief Operating Officer | |||||
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