UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Amendment to Pre-Funded Warrants
On June 26, 2025, Zymeworks Inc. (the “Company”) entered into an amendment (the “Amendment”) to the outstanding Pre-Funded Warrants to Purchase Shares of Common Stock (the “Pre-Funded Warrants”), issued on December 28, 2023 to EcoR1 Capital Fund, L.P. (“EcoR1”) and EcoR1 Capital Fund Qualified, L.P. (together with EcoR1, the “Purchasers”) pursuant to the Securities Purchase Agreement, dated December 23, 2023, by and between the Company and the Purchasers (the “Purchase Agreement”). The Purchasers beneficially own in the aggregate more than 5% of the Company’s outstanding shares of common stock, $0.00001 par value per share (“Common Stock”). Oleg Nodelman, the manager of EcoR1 Capital LLC (“EcoR1 Capital”) (an affiliate of the Purchasers), and Scott Platshon, a partner at EcoR1 Capital, are members of the Company’s board of directors.
The Amendment removed the limitation on exercise contained in Section 12 of the Pre-Funded Warrants, which prohibited the exercise of the Pre-Funded Warrants if, after giving effect or immediately prior to such exercise, a Purchaser, together with its affiliates and any other persons whose beneficial ownership of shares of Common Stock would be aggregated with such Purchaser for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would beneficially own more than 19.99% of the total number of issued and outstanding shares of Common Stock or voting power of the Company following such exercise.
The foregoing description of the material terms of the Amendment is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.1, which is incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
As previously disclosed in a Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on December 26, 2023, the Company entered into the Purchase Agreement with the Purchasers, pursuant to which the Purchasers purchased 5,086,521 Pre-Funded Warrants to purchase 5,086,521 shares of Common Stock. The per share purchase price for the Pre-Funded Warrants was $9.8299, for an aggregate purchase price of approximately $50 million.
On June 26, 2025, the Purchasers net exercised the Pre-Funded Warrants in full to acquire 5,086,521 shares of the Company’s Common Stock at an exercise price of $0.0001 per share. In connection with the net exercise, on June 27, 2025, the Company issued an aggregate of 5,086,480 shares of Common Stock (the “Pre-Funded Warrant Shares”). Following the issuance of the Pre-Funded Warrant Shares, the total number of shares of the Company’s Common Stock outstanding as of June 27, 2025 is 74,844,505.
The issuance of the Pre-Funded Warrant Shares was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof, as a transaction involving the exchange of securities by the Company with existing holders of the Company’s securities where no commissions or other remuneration was paid or given, directly or indirectly, to any party for soliciting such exchange.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 1 to Pre-Funded Warrants to Purchase Shares of Common Stock, dated June 26, 2025 by and among the Company and the Purchasers. | |
| 104 | Cover Page Interactive Data File (embedded as Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ZYMEWORKS INC. | ||||||
| (Registrant) | ||||||
| Date: June 27, 2025 | By: | /s/ Kenneth Galbraith | ||||
| Name: | Kenneth Galbraith | |||||
| Title: | Chair, Chief Executive Officer and President | |||||