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    Amendment: SEC Form SCHEDULE 13D/A filed by Zymeworks Inc.

    11/19/25 5:39:39 PM ET
    $ZYME
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $ZYME alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 7)


    Zymeworks Inc.

    (Name of Issuer)


    Common Stock

    (Title of Class of Securities)


    98985Y108

    (CUSIP Number)


    Anthony J. Caldwell, Esq.
    Shartsis Friese, LLP, 425 Market Street, 11th Floor
    San Francisco, CA, 94105
    415-421-6500

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    11/16/2025

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    98985Y108


    1 Name of reporting person

    EcoR1 Capital, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    22,970,388.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    22,970,388.00
    11Aggregate amount beneficially owned by each reporting person

    22,970,388.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    30.7 %
    14Type of Reporting Person (See Instructions)

    IA, OO

    Comment for Type of Reporting Person:
    Percentage calculated based on 74,836,534 shares of Common Stock outstanding as of November 4, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ending September 30, 2025.


    SCHEDULE 13D

    CUSIP No.
    98985Y108


    1 Name of reporting person

    Oleg Nodelman
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    22,970,388.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    22,970,388.00
    11Aggregate amount beneficially owned by each reporting person

    22,970,388.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    30.7 %
    14Type of Reporting Person (See Instructions)

    IN, HC

    Comment for Type of Reporting Person:
    Percentage calculated based on 74,836,534 shares of Common Stock outstanding as of November 4, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ending September 30, 2025.


    SCHEDULE 13D

    CUSIP No.
    98985Y108


    1 Name of reporting person

    EcoR1 Capital Fund Qualified, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    21,582,563.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    21,582,563.00
    11Aggregate amount beneficially owned by each reporting person

    21,582,563.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    28.8 %
    14Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:
    Percentage calculated based on 74,836,534 shares of Common Stock outstanding as of November 4, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ending September 30, 2025.


    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock
    (b)Name of Issuer:

    Zymeworks Inc.
    (c)Address of Issuer's Principal Executive Offices:

    108 PATRIOT DRIVE, SUITE A, MIDDLETOWN, DELAWARE , 19709.
    Item 2.Identity and Background
    (a)
    The reporting persons are: EcoR1 Capital, LLC, a Delaware limited liability company ("EcoR1") EcoR1 Capital Fund Qualified, L.P., a Delaware limited partnership ("Qualified Fund") Oleg Nodelman Qualified Fund is filing this statement jointly with the other reporting persons, but not as a member of a group, and it expressly disclaims membership in a group. In addition, the filing of this Schedule 13D on behalf of Qualified Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any securities covered by this Schedule 13D. Each reporting person also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein.
    (b)
    357 Tehama Street #3, San Francisco, CA 94103
    (c)
    EcoR1 is an investment adviser to investment funds, including Qualified Fund (collectively, the "Funds"). EcoR1 is the general partner of the Funds. Mr. Nodelman is the manager and control person of EcoR1.
    (d)
    During the last five years, none of the reporting persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
    (e)
    During the last five years, none of the reporting persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
    (f)
    For citizenship of the reporting persons, see Item 6 of each reporting person's cover page.
    Item 3.Source and Amount of Funds or Other Consideration
     
    The Funds used their working capital to purchase the Issuer's Common Stock. EcoR1 Capital Fund Qualified, L.P. paid $192,880,935.01 in the aggregate for its Common Stock, which includes $47,364,999.62 paid by the fund to acquire prefunded warrants that were exercised by the fund on June 26, 2025. EcoR1 Capital Fund, L.P. paid $12,853,702.36 in the aggregate for its Common Stock, which includes $2,634,993.17 paid by the fund to acquire prefunded warrants that were exercised by the fund on June 26, 2025.
    Item 4.Purpose of Transaction
     
    Scott Platshon, one of EcoR1's employees, resigned from the Issuer's board of directors as of November 16, 2025. Concurrently with his resignation, Mr. Platshon was appointed as the Issuer's Acting Chief Investment Officer. Oleg Nodelman, the manager of EcoR1, is a member of the Issuer's board of directors. The reporting persons acquired the Stock for investment purposes based on their belief that the Issuer's Common Stock, when purchased, was undervalued and represented an attractive investment opportunity. The reporting persons will routinely monitor the Issuer regarding a wide variety of factors that affect their investment considerations, including, current and anticipated future trading prices of the Common Stock and other securities, the Issuer's operations, assets, prospects, financial position, and business development, Issuer's management, Issuer-related competitive and strategic matters, general economic, financial market and industry conditions, and other investment considerations. Depending on their evaluation of various factors, the reporting persons may take such actions regarding their holdings of the Issuer's securities as they deem appropriate in light of circumstances existing from time to time. Such actions may include purchasing additional Common Stock in the open market, through privately negotiated transactions with third parties or otherwise, and selling at any time, in the open market, through privately negotiated transactions with third parties or otherwise, all or part of the Common Stock that they now own or hereafter acquire. The reporting persons also may from time to time enter into or unwind hedging or other derivative transactions with respect to the Common Stock or pledge their interests in the Common Stock to obtain liquidity. In addition, from time to time the reporting persons and their representatives and advisers may communicate with other stockholders, industry participants and other interested parties about the Issuer. The reporting persons have no present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the reporting persons may recommend action to the Issuer's management, board of directors and stockholders. Any such actions could involve one or more of the events referred to in clauses (a) through (j) of Item 4 of Schedule 13D, including, potentially, one or more mergers, consolidations, sales or acquisitions of assets, changes in control, issuances, purchases, dispositions or pledges of securities or other changes in capitalization.
    Item 5.Interest in Securities of the Issuer
    (a)
    Aggregate number of shares beneficially owned by the reporting persons: EcoR1: 22,970,388 Oleg Nodelman: 22,970,388 Qualified Fund: 21,582,563 Aggregate percentage of the class of Common Stock beneficially owned by the reporting persons: EcoR1: 30.7% Oleg Nodelman: 30.7% Qualified Fund: 28.8%
    (b)
    Number of shares as to which the each reporting person has: (i) Sole power to vote or to direct the vote: EcoR1: 0 Oleg Nodelman: 0 Qualified Fund: 0 (ii) Shared power to vote or to direct the vote: EcoR1: 22,970,388 Oleg Nodelman: 22,970,388 Qualified Fund: 21,582,563 (iii) Sole power to dispose or to direct the disposition of: EcoR1: 0 Oleg Nodelman: 0 Qualified Fund: 0 (iv) Shared power to dispose or to direct the disposition of: EcoR1: 22,970,388 Oleg Nodelman: 22,970,388 Qualified Fund: 21,582,563
    (c)
    The reporting persons have not engaged in any transactions in the Issuer's Common Stock in the 60 days preceding the date of this Schedule 13D.
    (d)
    Not applicable.
    (e)
    Not applicable.
    Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     
    EcoR1 is the investment adviser to its clients pursuant to investment management agreements or limited partnership agreements providing to EcoR1 the authority, among other things, to invest the funds of such clients in Stock, to vote and dispose of Stock and to file this statement on behalf of such clients. Pursuant to such limited partnership agreements, EcoR1 is entitled to allocations based on assets under management and realized and unrealized gains. Pursuant to such investment management agreements, EcoR1 is entitled to fees based on assets under management and realized and unrealized gains.
    Item 7.Material to be Filed as Exhibits.
     
    Exhibit 99.1 - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    EcoR1 Capital, LLC
     
    Signature:/s/ Oleg Nodelman
    Name/Title:Manager
    Date:11/19/2025
     
    Oleg Nodelman
     
    Signature:/s/ Oleg Nodelman
    Name/Title:Reporting person
    Date:11/19/2025
     
    EcoR1 Capital Fund Qualified, L.P.
     
    Signature:/s/ Oleg Nodelman
    Name/Title:Manager of the General Partner, EcoR1 Capital, LLC
    Date:11/19/2025
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