Blog: ZYMEWORKS INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

ITEM 7.01 Regulation FD Disclosure

On September 26, 2022, Zymeworks Inc. (the “Company” or “Zymeworks”) issued a
press release announcing that independent proxy advisory firm, Institutional
Shareholder Services (“ISS”), recommended that shareholders of the Company vote
in favor of a resolution to approve a series of transactions, including a
corporate redomicile, at the Company’s upcoming special meeting of
securityholders to be held on October 7, 2022.

On September 26, 2022, the Company filed a press release regarding the
recommendation by ISS with the Canadian securities regulatory authorities on the
System for Electronic Document Analysis and Retrieval at
(“SEDAR”). A copy of this press release is attached as Exhibit 99.1 hereto.

The information under this Item 7.01 of this Current Report on Form 8-K and
Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”), or otherwise subject to the liability of that section, nor
shall such information be deemed incorporated by reference in any filing under
the Exchange Act or the Securities Act of 1933, as amended (the “Securities
Act”), regardless of the general incorporation language of such filing, except
as shall be expressly set forth by specific reference in such filing.

Important Information for Investors and Securityholders

This communication is not intended to and does not constitute an offer to sell,
buy or exchange or the solicitation of an offer to sell, buy or exchange any
securities or the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, purchase, or exchange of securities or solicitation of
any vote or approval in any jurisdiction in contravention of applicable law. In
connection with the proposed redomicile (the “Redomicile”), Zymeworks has caused
its subsidiary Zymeworks Delaware Inc., a Delaware corporation (“New
Zymeworks”), to file a registration statement on Form S-4, which includes New
Zymeworks’ prospectus as well as Zymeworks’ proxy statement (the “Proxy
Statement/Prospectus”), with the U.S. Securities and Exchange Commission (the
“SEC”) and the appropriate Canadian securities regulatory authorities. Zymeworks
has mailed the Proxy Statement/Prospectus to its shareholders and holders of its
warrants and outstanding equity awards in connection with the proposed
securityholders are able to obtain free copies of the Proxy Statement/Prospectus
and other documents filed with the SEC by Zymeworks or New Zymeworks through the
website maintained by the SEC at (“EDGAR”). Investors and
securityholders are also able to obtain free copies of the Proxy
Statement/Prospectus and other documents filed with Canadian securities
regulatory authorities by Zymeworks, through the website maintained by the
Canadian Securities Administrators on SEDAR. In addition, investors and
securityholders are able to obtain free copies of the documents filed with the
SEC and Canadian securities regulatory authorities on Zymeworks’ website at or by contacting Zymeworks’ corporate secretary.

Participants in the Solicitation

Zymeworks and certain of its directors, executive officers and employees may be
considered participants in the solicitation of proxies in connection with the
proposed Redomicile. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of the securityholders of
Zymeworks in connection with the proposed Redomicile, including a description of
their respective direct or indirect interests, by security holdings or
otherwise, is included in the Proxy Statement/Prospectus described above.
Additional information regarding Zymeworks’ directors and executive officers is
also included in Zymeworks’ Amendment No. 1 to the Annual Report on Form 10-K/A,
which was filed with the SEC and Canadian securities regulatory authorities on
May 2, 2022. This document is available free of charge as described above.


Cautionary Note Regarding Forward-Looking Statements

This communication includes “forward-looking statements” or information within
the meaning of applicable securities legislation, including Section 27A of the
Securities Act, and Section 21E of the Exchange Act. Forward-looking statements
in this communication include, but are not limited to, statements that relate to
expected benefits of the Redomicile; opportunities to enhance long-term value
for securityholders as a U.S. corporation; opportunities to expand the
institutional investor base; ability to commercialize its products in the United
States; and other information that is not historical information. When used
herein, words such as “intention”, “subject to”, believes”, “propose”, “will”,
“future”, “may”, “anticipates”, “pending”, “plans”, “potential”, 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. Actual results could differ materially from those described
or implied by such forward-looking statements as a result of various factors,
including, without limitation: the impact of the COVID-19 pandemic on Zymeworks’
business, research and clinical development plans and timelines and results of
operations, including impact on its clinical trial sites, collaborators, and
contractors who act for or on Zymeworks’ behalf, may be more severe and more
prolonged than currently anticipated; the ability to receive, in a timely manner
and on satisfactory terms, the required securityholder, stock exchange and court
approvals; the anticipated last day of trading Zymeworks common shares on the
NYSE and the anticipated trading of shares of common stock of New Zymeworks
following the completion of the Redomicile; and assumptions in corporate
guidance. Risks and uncertainties include, but are not limited to: the
anticipated benefits of the Redomicile may not be achieved; the receipt of
securityholder, stock exchange and court approvals and satisfaction of other
conditions in connection with the Redomicile may not be obtained; the
anticipated tax consequences and impact of the Redomicile to Zymeworks
securityholders, Zymeworks and New Zymeworks may not materialize; risks relating
to New Zymeworks following the Redomicile, including triggering provisions in
certain agreements that require consent or may result in termination; publicity
resulting from the Redomicile and impacts to the company’s business and share
price; risks that the description of the transactions in external communications
may not properly reflect the underlying legal and tax principles of the
Redomicile; the benefits of being a U.S. corporation on efforts to commercialize
zanidatamab may not be realized; changes in or interpretation of laws or
regulations may prevent the realization of anticipated benefits from the
Redomicile; risks associated with existing or potential lawsuits and regulatory
actions; the impact of disputes arising with partners; and other risks and
uncertainties as described in Zymeworks’ Annual Report on Form 10-K, as amended,
and Quarterly Report on Form 10-Q and as described from time to time in
Zymeworks’ other periodic filings as filed on SEDAR and EDGAR.

Although Zymeworks believes that such forward-looking statements are reasonable,
there can be no assurance they will prove to be correct. Investors should not
place undue reliance on forward-looking statements. The above assumptions, risks
and uncertainties are not exhaustive. Forward-looking statements are made as of
the date hereof and, except as may be required by law, Zymeworks undertakes no
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.


(d) Exhibits

  No.     Description

99.1        Press Release dated September 26, 2022.

104       Cover Page Interactive Data File (embedded as Inline XBRL document).



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