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Stockholders' Equity
3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Stockholders’ Equity Stockholders’ Equity
a.Authorized Share Capital and Preferred Stock
The Company’s authorized share capital consists of 1,000,000,000 shares of stock, consisting of (i) 900,000,000 shares of common stock, par value $0.00001 per share, and (ii) 100,000,000 shares of preferred stock, par value $0.00001 per share.
In connection with the Plan of Arrangement, the Company issued to Computershare Trust Company of Canada, a trust company existing under the laws of Canada (the “Share Trustee”), one share of the Company’s preferred stock, par value $0.00001 per share, which has certain variable voting rights in proportion to the number of Exchangeable Shares outstanding (the “Special Voting Preferred Stock”), enabling the Share Trustee to exercise voting rights for the benefit of the Exchangeable Shareholders.
Immediately prior to the completion of the Redomicile Transactions, there were 61,699,387 Zymeworks BC common shares issued and outstanding. In connection with the consummation of the Plan of Arrangement, 60,274,854 shares of Common Stock and 1,424,533 Exchangeable Shares were issued to former Zymeworks BC shareholders. As of March 31, 2025, there were 569,902 Exchangeable Shares held by former Zymeworks BC shareholders (December 31, 2024: 570,637). The Company will issue shares of its common stock as consideration when a holder of Exchangeable Shares calls for Exchangeable Shares to be retracted by ExchangeCo, when ExchangeCo redeems Exchangeable Shares from the holder, or when CallCo purchases Exchangeable Shares from the Exchangeable Shareholder under CallCo’s overriding call rights. These Exchangeable Shares and the Special Voting Preferred Stock, when taken together, are similar in substance to the Company’s common stock and are treated as such in calculation of basic net loss per share.
b.Stock Repurchase Program

On August 1, 2024, the board of directors of the Company authorized a stock repurchase program (the “Repurchase Program”), whereby the Company may repurchase up to $60,000 of the Company’s outstanding common stock, par value $0.00001 per share.
As part of the Repurchase Program, the Company adopted an accounting policy whereby the par value of each share is deducted from common stock and the remainder of the repurchase price is debited to accumulated deficit.
During the year ended December 31, 2024, the Company repurchased 2,545,402 shares of its common stock for a cost of $30,000, and incurred commission expense of $51, under the Repurchase Program, which have been recorded against accumulated deficit. The Company’s share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act of $152. During the year ended December 31, 2024, the Company retired all 2,545,402 shares repurchased. These shares were returned to the status of authorized and unissued shares.
The following table presents the Company’s Repurchase Program activity:
Total number of shares purchasedAverage price paid per shareApproximate value of shares purchased
Year Ended December 31, 2024
2,545,402 $11.79 $30,000 

c.Pre-Funded Common Share Warrants
In connection with the private placement completed on December 28, 2023, the Company issued a total of 5,086,521 pre-funded warrants which granted holders of warrants the right to purchase up to 5,086,521 common shares of the Company, at an exercise price of $0.0001 per share.
The pre-funded warrants are exercisable by the holders at any time on or after the original issue date. The pre-funded warrants do not expire unless they are exercised or settled in accordance with the pre-funded warrant agreement. As the pre-funded warrants meet the condition for equity classification, proceeds from issuance of the pre-funded warrants, net of any transaction costs, are recorded in additional paid-in capital. Upon exercise of the pre-funded warrants, the historical costs recorded in additional paid-in capital along with exercise price collected from holders will be recorded in common shares. As the amounts required to exercise the warrants are nominal, these instruments are considered in the calculation of basic net loss per share.
As of March 31, 2025, there were 5,086,521 pre-funded warrants outstanding (December 31, 2024: 5,086,521).
d.Stock-Based Compensation
In connection with Redomicile Transactions in 2022, Zymeworks BC. assigned to the Company, and the Company assumed, all of Zymeworks BC’s rights and obligations under each of the stock-based compensation plans, as described below, and such plans became the Company’s stock-based compensation plans, with each outstanding award assumed by the Company and deemed exchanged for equivalent awards of the Company, except that the security issuable upon exercise or settlement, as applicable, will be shares of common stock of the Company rather than common shares of Zymeworks BC.
Original Stock Option Plan
On July 14, 2006, the shareholders of the Company approved an employee stock option plan (the “Original Plan”). The total number of options outstanding is not to exceed 20% of the issued common shares of the Company. Options granted under the Original Plan are exercisable at various dates over their 10-year life. The exercise prices of the Company’s stock options under the Original Plan are denominated in Canadian dollars. Upon the effectiveness of the Company’s New Plan described below, no further options were issuable under the Original Plan. However, all outstanding options granted under the Original Plan remain outstanding, subject to the terms of the Original Plan and the applicable grant documents, until such outstanding options are exercised or they terminate or expire by their terms.
New Plan and Inducement Plan
On April 10, 2017, the Company’s shareholders approved a new stock option plan, which became effective immediately prior to the consummation of the Company’s initial public offering (“IPO”). This plan allows for the grant of options, and also permitted the Company to grant incentive stock options (“ISOs”), within the meaning of Section 422 of the Internal Revenue Code, to its employees, until the shares reserved for issuance of ISOs were depleted. On June 7, 2018, the Company’s shareholders approved an amendment and restatement of this plan (this plan, as amended and restated, the “New Plan”), which includes an article that allows the Company to grant restricted shares, RSU and other share-based awards, in addition to stock options. As of March 31, 2025, 5,326,769 shares of common stock were available for future award grants under the New Plan (December 31, 2024: 5,196,630 shares of common stock).
On January 5, 2022, the board of directors approved the Zymeworks Inc. Inducement Stock Option and Equity Compensation Plan (the “Inducement Plan”) and reserved 750,000 of the Company’s common shares for issuance pursuant to equity awards granted thereunder. On July 19, 2024, the board of directors approved an amendment and restatement of the Inducement Plan, which increased the number of shares of the Company’s common stock available for future issuance pursuant to equity awards granted under the Inducement Plan by 700,000 shares. As a result of this increase, a total of 1,450,000 shares will have been available for issuance pursuant to equity awards granted under the Inducement Plan since the inception of the Inducement Plan in January 2022. As of March 31, 2025, 390,000 shares of common stock were available for future award grants under this plan (December 31, 2024: 390,000).
RSUs
The following table summarizes the Company’s RSU activity under the New Plan since December 31, 2024:
Number of RSUsWeighted-
average grant
date fair value
($)
Outstanding, December 31, 20241,293,970 9.69 
Granted1,176,475 13.22 
Vested and settled(460,620)9.53 
Forfeited, expired
(31,004)11.56 
Outstanding, March 31, 20251,978,821 11.80 
As of March 31, 2025, there was $11,678 of unamortized RSU expense that will be recognized over a weighted average period of 1.58 years.
Stock Options
The following table summarizes the Company’s stock options granted in Canadian dollars under the Original Plan and the New Plan:
Number
of Options
Weighted-
Average
Exercise Price
(C$)
Weighted-
Average
Exercise Price
($)
Weighted-
Average
Contractual
Term
(years)
Aggregate
intrinsic value
(C$)
Aggregate
intrinsic value
($)
Outstanding, December 31, 20241,082,835 20.36 14.15 4.736,485 4,509 
Granted— — — 
Exercised(14,177)8.77 6.11 
Forfeited, expired
(3,266)24.31 16.90 
Outstanding, March 31, 20251,065,392 20.50 14.25 4.453,970 2,760 
The following table summarizes the Company’s stock options granted in U.S. dollars under the New Plan and the Inducement Plan:
Number
of Options
Weighted-
Average
Exercise Price
($)
Weighted-
Average
Contractual
Term
(years)
Aggregate
intrinsic value
($)
Outstanding, December 31, 20247,331,084 12.01 7.9730,459 
Granted1,551,225 13.18 
Exercised(70,686)8.28 
Forfeited(64,997)12.18 
Outstanding, March 31, 20258,746,626 12.25 8.0914,571 
During the three months ended March 31, 2025, the Company received cash proceeds of $772 from stock options exercised.
The stock options outstanding at March 31, 2025 expire at various dates from October 1, 2025 to March 9, 2035.
The estimated fair values of options granted to officers, directors, employees and consultants are amortized over the relevant vesting periods. Stock-based compensation expense for equity classified instruments, RSUs, as well as the financial statement impact of the amortization and periodic revaluation of liability classified instruments, are recorded in research and development expense and general and administration expense as follows:
Three Months Ended March 31,
20252024
Research and development expense
$3,161 $1,925 
General and administrative expense
3,113 1,534 
The amounts above include stock-based compensation expense relating to RSUs of $2,280 for the three months ended March 31, 2025 (2024: $1,022).
The estimated fair value of stock options granted under the New Plan was determined using the Black-Scholes option pricing model with the following weighted-average assumptions:
Three Months Ended March 31,
20252024
Dividend yield%%
Expected volatility63.1 %65.0 %
Risk-free interest rate4.58 %4.01 %
Expected average life of options6.06 years6.04 years
The weighted-average Black-Scholes option pricing assumptions for liability classified stock options outstanding at March 31, 2025 and 2024 are as follows:
Three Months Ended March 31,
20252024
Dividend yield
%%
Expected volatility
47.0 %49.1 %
Risk-free interest rate
2.30 %4.10 %
Expected average option term
0.63 years0.77 years
Number of liability classified stock options outstanding
272,330369,096
At March 31, 2025, the unamortized compensation expense related to unvested options was $18,105. The remaining unamortized compensation expense as of March 31, 2025 will be recognized over a weighted-average period of 1.78 years.