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Zymeworks BC Inc. Form 8-K: Current report

Zymeworks BC Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2022-10-21: Form 8-K; Period of report 2022-10-21; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; Details 1.01.
  • 2022-10-19: Form 8-K; Period of report 2022-10-18; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
  • 2022-10-18: Form 8-K; Period of report 2022-10-13; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 5.03.
  • 2022-10-12: Form 8-K; Period of report 2022-10-12; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2022-10-218-K2022-10-211.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.
1.02 On October 21, 2022, the Company, Zymeworks’ subsidiary, and Jefferies mutually terminated the Open Market Sales AgreementSM (the “Prior Sales Agreement”) by and between the Company and Jefferies, dated November 5, 2019, as amended.
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2022-10-198-K2022-10-181.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 On October 19, 2022, Zymeworks and Jazz issued a joint press release regarding the License and Collaboration Agreement.
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2022-10-188-K2022-10-135.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events5.03 On October 13, 2022, the entity formerly known as Zymeworks Inc., a corporation continued under the Business Corporations Act (British Columbia) (“Legacy Zymeworks”), filed a Notice of Alteration with the British Columbia Registrar of Companies to change its name to “Zymeworks BC Inc.,” effective October 13, 2022.
8.01 On October 13, 2022, following Legacy Zymeworks’ request in connection with the Redomicile Transactions, the New York Stock Exchange (“NYSE”) filed notifications on Form 25 with the Securities and Exchange Commission (the “SEC”) to remove from listing on the NYSE and registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), both Legacy Zymeworks’ common shares and preferred share purchase rights.
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2022-10-128-K2022-10-121.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events1.01 As previously disclosed, on June 9, 2022, the Board of Directors (the “Board”) of Zymeworks Inc., a corporation continued under the Business Corporations Act (British Columbia) (the “Company”), authorized and declared a dividend distribution of one right (each, a “Right”) for each outstanding common share, no par value (the “Common Shares”), of the Company to shareholders of record as of the close of business on June 21, 2022 (the “Record Date”).
1.02 The information provided under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.
3.01 In connection with the Closing (as defined below), on October 12, 2022, the Company notified the New York Stock Exchange (the “NYSE”) that the Redomicile Transaction is expected to close on October 13, 2022 and requested that the NYSE (i) suspend trading of the Company’s common shares on the NYSE following the close of trading on October 12, 2022, (ii) withdraw the Company’s common shares from listing on the NYSE and (iii) file with the SEC a notification on Form 25 to remove from listing on the NYSE and registration under Section 12(b) of the Securities Exchange Act of 1934, as amended, both the Company’s common shares and the Rights related to the Rights Agreement.
3.03 The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
8.01 As previously reported, the Company entered into a Restated and Amended Transaction Agreement (the “Agreement”) by and among Zymeworks Delaware Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Zymeworks (the “Parent”), Zymeworks CallCo ULC, an unlimited liability company existing under the laws of the Province of British Columbia and a direct, wholly-owned subsidiary of Parent (“Callco”), and Zymeworks ExchangeCo Ltd., a company existing under the laws of the Province of British Columbia and a direct, wholly-owned subsidiary of Callco (“ExchangeCo”).
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2022-10-118-K2022-10-075.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure5.07 On October 7, 2022, Zymeworks Inc. (the “Company”) held a special meeting of securityholders (the “Special Meeting”).
7.01 On October 7, 2022, Zymeworks Inc. issued a press release announcing the results of the Special Meeting.
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2022-10-048-K2022-10-047.01 Regulation FD Disclosure7.01 On October 4, 2022, Zymeworks Inc. (the “Company” or “Zymeworks”) issued a press release reminding its securityholders of the deadline to vote for 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.d379334d8k.htm
2022-10-038-K2022-10-037.01 Regulation FD Disclosure7.01 • Stifel 2022 Healthcare Conference.d406051d8k.htm
2022-09-268-K2022-09-267.01 Regulation FD Disclosure7.01 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.d393482d8k.htm
2022-09-228-K2022-09-225.08 Shareholder Director Nominations; 8.01 Other Events5.08 The information set forth under Item 8.01 is incorporated by reference.
8.01 As previously disclosed, Zymeworks Inc. (“Zymeworks”) has proposed to carry out a series of transactions, including a corporate redomicile (the “Redomicile Transactions”).
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2022-09-168-K2022-09-167.01 Regulation FD Disclosure7.01 On September 16, 2022, Zymeworks Inc. (the “Company” or “Zymeworks”) issued a press release announcing that independent proxy advisory firm Glass, Lewis & Co. 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.d364483d8k.htm
2022-09-128-K2022-09-127.01 Regulation FD Disclosure7.01 On September 12, 2022, Zymeworks Inc. (“Zymeworks”) issued a press release announcing that it presented preliminary results from Zymeworks’ Phase 1 clinical trial evaluating zanidatamab zovodotin (ZW49) for the treatment of HER2-positive tumors.d243350d8k.htm
2022-09-088-K2022-09-088.01 Other Events8.01 On September 8, 2022, Zymeworks issued a press release announcing that it has filed a proxy statement and related materials for its special meeting of securityholders (the “Special Meeting”) to be held on October 7, 2022 at 9:00 am Pacific time at the Pearl Room, Fairmont Pacific Rim, 1038 Canada Place, Vancouver, BC V6C 0B9.d354187d8k.htm
2022-09-068-K2022-09-047.01 Regulation FD Disclosure7.01 On September 4, 2022, Zymeworks Inc. (“Zymeworks”) issued a press release announcing the release of an abstract by the European Society for Medical Oncology (ESMO) with preliminary results from Zymeworks’ Phase 1 study of zanidatamab zovodotin (ZW49), an investigational novel bispecific HER2 targeted antibody-drug conjugate.d400094d8k.htm
2022-09-028-K2022-09-018.01 Other Events8.01 As previously reported on a Current Report on Form 8-K filed on August 12, 2022, Zymeworks Inc. (the “Company” or “Zymeworks”) filed a notice with the New York Stock Exchange on August 11, 2022 fixing August 24, 2022 as the record date for the purpose of determining the holders of the Company’s common shares, warrants and equity incentive awards (collectively, the “Securityholders”) entitled to receive notice of and to vote at a Special Meeting of Securityholders of the Company to be held later this year regarding the Company’s proposed redomicile transactions.d322452d8k.htm
2022-08-268-K2022-08-233.02 Unregistered Sales of Equity Securities3.02 On August 23, 2022, Zymeworks Inc. issued an aggregate of 3,787,675 common shares, no par value per share (the “Warrant Net Exercise Shares”), to warrant holders upon the exercise of outstanding warrants to purchase an aggregate of 3,787,737 common shares, no par value per share, pursuant to a net exercise mechanism under the warrants.d386498d8k.htm
2022-08-198-K2022-08-181.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d374978d8k.htm
2022-08-128-K2022-08-118.01 Other Events8.01 On August 11, 2022, Zymeworks Inc. (the “Company”) filed a notice with the New York Stock Exchange fixing August 24, 2022 as the record date for the purpose of determining the holders of the Company’s common shares, warrants and equity incentive awards (collectively, the “Securityholders”) entitled to receive notice of and to vote at a Special Meeting of Securityholders of the Company to be held later this year.d341730d8k.htm
2022-08-058-K2022-08-045.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure5.02 On August 4, 2022, Zymeworks Inc. (the “Company”) announced via press release that the Company’s board of directors (the “Board”) appointed Mr. Neil Klompas, age 50, as President of the Company, effective August 4, 2022.
7.01 On August 5, 2022, the Company filed a material change report with Canadian securities regulators regarding the appointment of Mr. Klompas as President of the Company.
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2022-08-048-K2022-08-042.02 Results of Operations and Financial Condition2.02 On August 4, 2022, Zymeworks Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2022.zyme-20220804.htm
2022-08-028-K2022-08-017.01 Regulation FD Disclosure7.01 • Citi’s 17th Annual BioPharma Conference.d346007d8k.htm
2022-07-258-K2022-07-257.01 Regulation FD Disclosure7.01 On July 25, 2022, Zymeworks Inc. (“Zymeworks”) issued a press release announcing that data from the company’s Phase 1 study of zanidatamab zovodotin (ZW49), an investigational novel bispecific HER2 targeted antibody-drug conjugate, were accepted for an oral presentation at the European Society for Medical Oncology Congress 2022 in Paris.d261006d8k.htm
2022-07-228-K2022-07-227.01 Regulation FD Disclosure7.01 On July 22, 2022, Zymeworks Inc. (“Zymeworks”) issued a press release reporting, as required by the New York Stock Exchange Listed Company Manual Rule 303A.08, an equity inducement award to Dr. Paul Moore, Zymeworks’ new Chief Scientific Officer.d791066d8k.htm
2022-07-218-K2022-07-217.01 Regulation FD Disclosure7.01 On July 21, 2022, Zymeworks Inc. (“Zymeworks”) issued a press release announcing that management will report its second quarter 2022 financial results after market close on August 4, 2022.d385631d8k.htm
2022-07-158-K2022-07-141.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
7.01 On July 15, 2022, Zymeworks filed a material change report with the Canadian securities regulatory authorities regarding its intention to complete the Redomicile Transaction, subject to receipt of necessary shareholder, stock exchange, and court approvals, as described in the Press Release.
8.01 In connection with the Redomicile Transaction, Zymeworks intends to cause Parent to file the Registration Statement (as defined below), which includes the Proxy Statement/Prospectus, with the SEC on or about July 15, 2022.
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2022-06-278-K2022-06-277.01 Regulation FD Disclosure7.01 On June 27, 2022, Zymeworks Inc. (“Company”) issued a press release announcing the appointment of Dr. Paul Moore as Chief Scientific Officer of the Company.d334765d8k.htm
2022-06-108-K2022-06-091.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
3.03 The information included in Item 1.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
5.03 The information included in Item 1.01 is incorporated herein by reference.
8.01 On June 10, 2022, the Company issued a press release announcing the adoption of the Rights Agreement and the declaration of the dividend of Rights (“Press Release”).
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2022-05-278-K2022-05-277.01 Regulation FD Disclosure7.01 • Jefferies Healthcare Conference.d366882d8k.htm
2022-05-268-K2022-05-268.01 Other Events8.01 On May 26, 2022, Zymeworks Inc. (the “Company”) issued a press release announcing new clinical data for the Company’s HER2-targeted bispecific antibody zanidatamab in both HER2-positive breast cancer and gastric/gastroesophageal junction adenocarcinoma.d322285d8k.htm
2022-05-208-K2022-05-207.01 Regulation FD Disclosure7.01 On May 20, 2022, Zymeworks Inc. (“Zymeworks”) issued a press release announcing that its Board of Directors, after thorough consultation with its financial and legal advisors, unanimously determined that the unsolicited, opportunistic, non-binding proposal from an activist shareholder, All Blue Falcons FZE, and its affiliates to purchase Zymeworks for $10.50 per share substantially undervalues Zymeworks and is not in the best interest of Zymeworks and its shareholders.d244477d8k.htm
2022-05-048-K2022-05-042.02 Results of Operations and Financial Condition2.02 On May 4, 2022, Zymeworks Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2022.zyme-20220504.htm
2022-05-028-K/A2022-01-152.05 Costs Associated with Exit or Disposal Activities2.05 As previously disclosed, Zymeworks announced and implemented the Restructuring with the target of reducing employee headcount by at least 25% across the organization by the end of 2022.d212111d8ka.htm
2022-05-028-K2022-05-027.01 Regulation FD Disclosure7.01 • H.C. Wainwright Global Investment Conference.d260432d8k.htm
2022-04-298-K2022-04-287.01 Regulation FD Disclosure7.01 On April 28, 2022, Zymeworks Inc. (“Zymeworks”) issued a press release confirming it has received an unsolicited, non-binding proposal from All Blue Falcons FZE and its affiliates to purchase Zymeworks for $10.50 per share in cash (the “Non-Binding Proposal”).d266209d8k.htm
2022-04-288-K2022-04-287.01 Regulation FD Disclosure7.01 On April 28, 2022, Zymeworks Inc. (“Zymeworks”) issued a press release announcing that it has completed enrollment in its global HERIZON-BTC-01 pivotal clinical trial evaluating the antitumor activity of zanidatamab monotherapy in patients with previously treated advanced or metastatic HER2-amplified biliary tract cancers (BTC), including gallbladder cancer and cholangiocarcinoma (bile duct cancer).d330636d8k.htm
2022-04-278-K2022-04-277.01 Regulation FD Disclosure7.01 On April 27, 2022, Zymeworks Inc. (“Zymeworks”) issued a press release announcing in conjunction with its Asia Pacific partner BeiGene, the acceptance of two abstracts for poster presentations at the upcoming 2022 ASCO Annual Meeting taking place virtually and in Chicago, IL from June 3 - 7, 2022.d337423d8k.htm
2022-04-198-K2022-04-197.01 Regulation FD Disclosure7.01 On April 19, 2022, Zymeworks Inc. (“Zymeworks”) issued a press release announcing that management will report its first quarter 2022 financial results after market close on May 4, 2022.d310177d8k.htm
2022-04-018-K2022-04-017.01 Regulation FD Disclosure7.01 • Wells Fargo 2022 Biotech Forum.d311883d8k.htm
2022-03-098-K2022-03-085.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 8, 2022, the board of directors (the “Board”) of Zymeworks Inc. (the “Company”) adopted the Executive Incentive Compensation Plan (the “Incentive Compensation Plan”).d497055d8k.htm
2022-03-038-K2022-03-037.01 Regulation FD Disclosure7.01 • Barclays Global Healthcare Conference.d309363d8k.htm
2022-02-258-K2022-02-245.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure5.02 On February 24, 2022, Zymeworks Inc. (the “Company”) announced via press release that the Company’s board of directors (the “Board”) appointed Dr. Christopher Astle, age 42, the Company’s current Executive Director, Corporate and Commercial Finance, as Senior Vice President and Chief Financial Officer of the Company, effective February 24, 2022 following the filing of the Company’s Annual Report on Form 10-K. Dr. Astle succeeds Mr. Neil A. Klompas in the role of Chief Financial Officer.
7.01 On February 25, 2022, the Company filed a material change report with Canadian securities regulators regarding the appointment of Dr. Astle as Senior Vice President and Chief Financial Officer of the Company.
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2022-02-248-K2022-02-242.02 Results of Operations and Financial Condition2.02 On February 24, 2022, Zymeworks Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended December 31, 2021.zyme-20220224.htm
2022-02-088-K2022-02-087.01 Regulation FD Disclosure7.01 On February 8, 2022, Zymeworks Inc. (“Zymeworks”) issued a press release announcing that management will report its fourth quarter and full year 2021 financial results after market close on February 24, 2022.d244869d8k.htm
2022-02-038-K2022-02-037.01 Regulation FD Disclosure7.01 • Guggenheim Oncology Conference 2022.d304104d8k.htm
2022-01-318-K2022-01-317.01 Regulation FD Disclosure; 8.01 Other Events7.01 On January 26, 2022, Zymeworks Inc. (“Zymeworks” or the “Company”) issued a press release announcing the filing of a preliminary prospectus supplement in connection with its underwritten public offering of the Company’s common shares and, in lieu of common shares to certain investors, 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”).
8.01 On January 31, 2022, 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.
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2022-01-278-K2022-01-261.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; 8.01 Other Events1.01 The information set forth below in Item 8.01 of this report with respect to the pre-funded warrants to be issued and sold in the Offering (as defined below) is incorporated by reference into this Item 1.01.
7.01 On January 26, 2022, Zymeworks Inc. (“Zymeworks” or the “Company”) issued a press release announcing the filing of a preliminary prospectus supplement in connection with 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.
8.01 On January 26, 2022, Zymeworks entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Evercore Group L.L.C., as representatives of the several underwriters named in Schedule II thereto (the “Underwriters”), relating to the issuance and sale of 9,160,000 of the Company’s common shares and, in lieu of common shares, to certain investors, pre-funded warrants to purchase up to 3,340,000 common shares (together, the “Offered Securities”).
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2022-01-198-K2022-01-152.02 Results of Operations and Financial Condition; 2.05 Costs Associated with Exit or Disposal Activities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events2.02 On January 19, 2022, Zymeworks Inc. (the “Company”) announced certain information relating to the Company’s financial condition as of December 31, 2021, including its preliminary and unaudited estimate of cash, cash equivalents and short-term investments of approximately $250.0 million and its expectations that such cash, cash equivalents and short-term investments are anticipated to fund the Company’s current operations through at least late 2022 (such information, the “Financial Condition Information”).
2.05 On January 15, 2022, the Company authorized a restructuring of the Company’s workforce (the “Restructuring”), with a target of reducing employee headcount by at least 25% across the organization by the end of 2022.
5.02 In connection with the Restructuring, effective January 19, 2022, the Company terminated the employment of Dr. Anthony Polverino, Executive Vice President, Early Development & Chief Scientific Officer.
8.01 Also in connection with the Restructuring, effective January 19, 2022, the Company terminated the employment of Mr. James Priour, Chief Commercial Officer.
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2022-01-188-K2022-01-157.01 Regulation FD Disclosure7.01 On January 15, 2022, Zymeworks Inc. (“Zymeworks”) issued a press release reporting, as required by the New York Stock Exchange Listed Company Manual Rule 303A.08, an equity inducement award to Mr. Kenneth Galbraith, Zymeworks’ new Chair, President and Chief Executive Officer.d247049d8k.htm
2022-01-068-K2022-01-067.01 Regulation FD Disclosure7.01 On January 6, 2022, Zymeworks Inc. (“Zymeworks”) issued a press release announcing that Neil Klompas, Zymeworks’ Chief Operating Officer and Chief Financial Officer, will present at the upcoming 40th Annual J.P. Morgan Healthcare Conference on January 11, 2022 at 9:45 a.m.d275373d8k.htm
2022-01-058-K2022-01-055.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On January 5, 2022, Zymeworks Inc. (the “Company”) announced via press release that the Company’s board of directors (the “Board”) appointed Mr. Kenneth Galbraith, age 59, as President, Chief Executive Officer and Chair of the Board of the Company, effective upon his commencement of employment with the Company, which is anticipated to be on or before February 1, 2022 (the “Start Date”).
8.01 On January 5, 2022, the Company filed a material change report with Canadian securities regulators regarding the appointment of Mr. Galbraith as Chair, President and Chief Executive Officer of the Company.
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