UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| ITEM 7.01 | REGULATION FD DISCLOSURE |
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.
On July 22, 2022, Zymeworks filed this press release with the Canadian securities regulatory authorities on the System for Electronic Document Analysis and Retrieval at www.sedar.com.
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, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated July 22, 2022. | |
| 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: July 22, 2022 | By: | /s/ Neil A. Klompas | ||||
| Name: | Neil A. Klompas | |||||
| Title: | Chief Operating Officer | |||||
Exhibit 99.1
Zymeworks Reports Inducement Grant to New Chief Scientific Officer
Vancouver, Canada and Seattle, Washington (July 22, 2022) – Zymeworks Inc. (NYSE: ZYME), a clinical-stage biopharmaceutical company developing multifunctional biotherapeutics, today reported, as required by the New York Stock Exchange Listed Company Manual Rule 303A.08 (the “NYSE Rule”), an equity inducement award to Dr. Paul Moore, Zymeworks’ new Chief Scientific Officer.
In accordance with the NYSE Rule, Zymeworks approved the grant of the following equity award to Dr. Moore as a material inducement to Dr. Moore entering into employment with Zymeworks: effective as of the date his employment with Zymeworks began, a stock option to purchase 200,000 of the company’s common shares (the “Options”). The Options have an exercise price per share of $5.82, which equals the closing price of the company’s common shares on July 18, 2022, and have a maximum term of 10 years. Dr. Moore’s employment with the company began on July 18, 2022 (the “Start Date”).
The Options will vest over a four-year period as follows: (i) 1/4 of the Options will vest on the one-year anniversary of the Start Date and (ii) 1/36 of the remaining Options will vest on the last day of each month following the one-year anniversary of the Start Date until all of the Options have vested, subject to Dr. Moore’s continued service. In addition, if there is a change of control and within 12 months following such change of control his employment is terminated by the company without cause, 100% of the unvested Options will become fully vested as of the termination of his employment.
The Options were granted outside of the company’s Amended and Restated Stock Option and Equity Compensation Plan (the “Current Plan”) under the Zymeworks Inc. Inducement Stock Option and Equity Compensation Plan and related option agreement, but will be subject to terms and conditions generally consistent with those in the Current Plan other than with respect to such other terms and conditions intended to comply with the NYSE inducement award exception.
About Zymeworks Inc.
Zymeworks is a clinical-stage biopharmaceutical company dedicated to the discovery, development, and commercialization of next-generation multifunctional biotherapeutics. Zymeworks’ suite of therapeutic platforms and its fully integrated drug development engine enable precise engineering of highly differentiated product candidates. Zymeworks’ lead clinical candidate, zanidatamab, is a novel Azymetric™ HER2-targeted bispecific antibody currently being evaluated in multiple Phase 1, Phase 2, and pivotal clinical trials globally as a targeted treatment option for patients with solid tumors that express HER2. Zymeworks’ second clinical candidate, ZW49, is a novel bispecific HER2-targeted antibody-drug conjugate currently in Phase 1 clinical development and combines the unique design and antibody framework of zanidatamab with Zymeworks’ proprietary ZymeLink™ linker and cytotoxin. Zymeworks is also advancing a deep preclinical pipeline in oncology (including immuno-oncology agents) and other therapeutic areas. In addition, its therapeutic platforms are being leveraged through strategic partnerships with global biopharmaceutical companies. For more information on our ongoing clinical trials visit www.zymeworksclinicaltrials.com. For additional information about Zymeworks, visit www.zymeworks.com and follow @ZymeworksInc on Twitter.
Investor Inquiries:
Jack Spinks
(604) 678-1388
ir@zymeworks.com
Media Inquiries:
Diana Papove
(604) 678-1388
media@zymeworks.com