8-K
false 0001937653 0001937653 2025-01-08 2025-01-08

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 8, 2025

 

 

Zymeworks Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-41535   88-3099146
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification No.)

 

108 Patriot Drive, Suite A

Middletown, Delaware

  19709
(Address of principal executive offices)   (Zip Code)

(302) 274-8744

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.00001 per share   ZYME   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On January 8, 2025, Zymeworks Inc. (the “Company”) announced certain information relating to the Company’s financial condition as of December 31, 2024, including its preliminary and unaudited estimate of cash resources, which consist of cash, cash equivalents and marketable securities, of approximately $324 million. The Company also announced that it expects such cash resources, when combined with certain anticipated regulatory milestone payments, to fund the Company’s current planned operations into the second half of 2027 (such information, the “Financial Condition Information”). The Financial Condition Information is set forth in a press release issued by the Company on January 8, 2025, including under the caption “Updated Cash Runway Guidance”. The preliminary and unaudited estimate of cash resources is based on management’s initial analysis of operations for the quarter and year ended December 31, 2024, and is subject to further internal review and audit by the Company’s external auditors. A copy of this press release is attached hereto as Exhibit 99.1.

The press release is incorporated herein by reference, except for the Financial Condition Information, which information is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On January 8, 2025, the Company issued a press release announcing a corporate update on its strategic priorities and other matters. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference, except for the Financial Condition Information, which information is furnished as described under Item 2.02 above.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are identified by such words as “believe,” “expect,” “anticipate” and words of similar import and are based on current expectations that involve risks and uncertainties, such as the Company’s plans, projections, objectives, expectations and intentions. All statements other than historical or current facts are forward-looking statements, including, without limitation, statements about the Company’s preliminary and unaudited estimate of cash resources, which consist of cash, cash equivalents and marketable securities, and the Company’s anticipated funding of its current operations and related expected timelines. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. These statements, like all statements in this report, speak only as of their date. Furthermore, the Company is in the process of finalizing its financial results for the fourth quarter and fiscal year ended December 31, 2024, and therefore the Company’s finalized and audited results and final analysis of those results are not yet available. The preliminary expectations regarding year-end cash, cash equivalents, and marketable securities are the responsibility of management, are subject to management’s review and actual results could differ from management’s expectations. The actual results are also subject to audit by the Company’s independent registered public accounting firm and no assurance is given by the Company’s independent registered public accounting firm on such preliminary expectations. You should not draw any conclusions as to any other financial results as of and for the year ended December 31, 2024, based on the foregoing estimates.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.    Description
99.1    Press Release dated January 8, 2025.
104    Cover Page Interactive Data File (embedded as Inline XBRL document).

 

 

2


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: January 8, 2025     By:  

/s/ Kenneth Galbraith

   

Name:

Title:

 

Kenneth Galbraith

Chair of the Board of Directors, President and Chief Executive Officer

 

3

EX-99.1

Exhibit 99.1

 

LOGO

Zymeworks Outlines Strategic Priorities and Outlook for 2025 and 2026

 

   

Investigational new drug (IND) applications for initiating first-in-human studies for ZW220 and ZW251 in solid tumors anticipated in 2025

 

   

IND applications for initiating first-in-human studies for ZW209 and ZW1528 anticipated in 2026

 

   

Phase 3 HERIZON-GEA-01 top-line results for Ziihera® (zanidatamab-hrii) in first-line HER2-positive gastroesophageal adenocarcinoma (GEA) are expected 2Q-2025, with potential supplemental biologics license application (sBLA) by Jazz Pharmaceuticals later in 2025

 

   

Potential regulatory decisions in EU and China for approval of zanidatamab in second-line biliary tract cancer (BTC) as early as 2Q-2025

 

   

Cash, cash equivalents, and marketable securities of approximately $324 million (unaudited) as of December 31, 2024, which when combined with certain anticipated regulatory milestone payments, provide projected cash runway into 2H-2027

 

   

Company well-positioned for further progress and expansion of R&D pipeline into autoimmune and inflammatory diseases (AIID) and hematological cancers

 

   

Company to present on Thursday, January 16, 2024 at 08:15 a.m. PT at the J.P. Morgan Annual Healthcare Conference

Vancouver, British Columbia (January 08, 2025) – Zymeworks Inc. (Nasdaq: ZYME), a clinical-stage biotechnology company developing a diverse pipeline of novel, multifunctional biotherapeutics to improve the standard of care for difficult-to-treat diseases, including cancer, inflammation, and autoimmune disease, today provided an update on key strategic priorities for 2025 and 2026.

“2024 was a pivotal year for Zymeworks, marked by the first FDA approval of our internally developed product, zanidatamab, significant clinical progress with our novel, antibody-based therapeutic candidates in solid tumors and advancements in our emerging preclinical pipeline,” said Kenneth Galbraith, Chair and Chief Executive Officer of Zymeworks. “With critical R&D milestones achieved approximately eighteen months ahead of our initial timelines, a strong financial position and the operational capabilities to advance multiple programs in solid tumors, hematological oncology, and autoimmune and inflammatory diseases, we are well-positioned to execute against our strategic priorities over the next two years, and continue addressing potential treatment options for some of the most challenging and complex diseases.”

Key 2024 Accomplishments:

 

   

First-in-human global studies initiated for ZW171, a 2+1 trivalent T cell engager targeting mesothelin-expressing solid tumors (NCT06523803);

 

   

First-in-human global studies initiated for ZW191, an antibody-drug conjugate (ADC) engineered to target folate receptor-α utilizing our novel proprietary topoisomerase 1 inhibitor (TOPO1i) payload, ZD-06519 (NCT06555744);


   

U.S. Food and Drug Administration (FDA) granted accelerated approval of Ziihera® (zanidatamab-hrii) 50mg/mL for injection for intravenous use for the treatment of adults with previously-treated, unresectable or metastatic HER2-positive (IHC 3+) second-line BTC;

 

   

Nominated the fifth product in the Company’s ‘5 by 5’ R&D program, ZW209, a novel DLL3-targeting trispecific T cell engager incorporating co-stimulation that leverages Zymeworks’ clinically validated technology platform, Azymetric, with a planned IND application in 1H-2026;

 

   

Nominated the first product from our ADVANCE research strategy, ZW1528, the Company’s first development candidate in AIID, which demonstrates dual blockade of two complementary pathways of respiratory inflammation and offers potential benefit in mixed-type chronic obstructive pulmonary disease (COPD) with a planned IND application in 2H-2026;

 

   

Through a series of publications and presentations, outlined additional preclinical data supporting the potential therapeutic benefit of clinical programs and IND candidates in our solid tumor R&D portfolio (ZW171, ZW191, ZW220, ZW251 and ZW209) and our proprietary TOPO1i payload, ZD-06519;

 

   

Strengthened our board of directors through the addition of three new members, Dr. Alessandra Cesano, Dr. Neil Gallagher, and Mr. Scott Platshon;

 

   

Strengthened our leadership team through the addition of Ms. Leone Patterson as Chief Business and Financial Officer; and

 

   

Successfully completed $30 million of share repurchases under the Company’s Share Repurchase Program announced in August 2024.

2025 and 2026 Priorities and Anticipated Milestones

Clinical Development of Wholly-Owned Solid Tumor Pipeline (‘5 by 5’)

 

   

Advance ZW171 and ZW191 in solid tumors in ongoing Phase 1 trials; and

 

   

Continue to drive the progression of the broad and differentiated product pipeline of ADCs and multispecific antibody therapeutics (MSATs) developed pursuant to the ‘5 by 5’ R&D program, targeting completion of all five IND applications by the end of 1H-2026.

ADVANCE R&D Program

 

   

Leverage Zymeworks’ proprietary platforms to expand our ADVANCE R&D strategy and diversify our pipeline within and beyond solid tumor indications with additional therapeutic indications such as AIID and hematological cancers;

 

   

Submission of first IND application in AIID expected in 2H-2026 for ZW1528, focused in COPD patients;

 

   

Continue to drive product innovation with increased novelty in targets, and unique mechanisms of action through bispecific or biparatopic ADCs, dual-payload ADCs, multi-specific immune cell engagers and immune-oncology; and

 

   

Continue to actively share peer-reviewed publications and data across preclinical and clinical programs.


Ziihera® (zanidatamab-hrii)

 

   

Our partner Jazz Pharmaceuticals is expected to report top-line results from the Phase 3 HERIZON-GEA-01 trial evaluating zanidatamab in HER2-positive GEA in 2Q-2025 with potential for submission for a sBLA in first-line GEA later in 2025;

 

   

A BLA for zanidatamab in second-line BTC was accepted for review by the Center for Drug Evaluation of the National Medical Products Administration in China in 2024 and potential approval is anticipated as early as 2H-2025; and

 

   

The European Medicines Agency validated the marketing authorization application for zanidatamab in second-line BTC in 2024 and potential approval is anticipated as early as 2Q-2025.

Updated Cash Runway Guidance

As of December 31, 2024, the Company had cash resources of approximately $324 million (unaudited), consisting of cash, cash equivalents, and marketable securities, not including a $25 million milestone payment earned in 4Q-2024 from Jazz Pharmaceuticals which is expected to be received in 1Q-2025. Based on current operating plans and assuming receipt of certain anticipated regulatory milestones, we continue to expect our existing cash resources, when combined with such anticipated milestone payments, will enable us to fund planned operations into 2H-2027.

J.P. Morgan Healthcare Conference Presentation and Webcast

Management will participate in the J.P. Morgan Annual Healthcare Conference taking place in San Francisco, California, from January 13-16, 2025, and present on January 16 at 8:15 am PT. The presentation and webcast will be available on Zymeworks’ website.

About Zymeworks Inc.

Zymeworks is a global clinical-stage biotechnology company committed to the discovery, development, and commercialization of novel, multifunctional biotherapeutics. Zymeworks’ mission is to make a meaningful difference in the lives of people impacted by difficult-to-treat conditions such as cancer, inflammation, and autoimmune disease. The Company’s complementary therapeutic platforms and fully integrated drug development engine provide the flexibility and compatibility to precisely engineer and develop highly differentiated antibody-based therapeutic candidates. Zymeworks engineered and developed zanidatamab, a HER2-targeted bispecific antibody using the Company’s proprietary Azymetric technology. Zymeworks has entered into separate agreements with BeiGene, Ltd. (BeiGene) and Jazz Pharmaceuticals Ireland Limited (Jazz Pharmaceuticals), granting each exclusive rights to develop and commercialize zanidatamab in different territories. The U.S. FDA granted accelerated approval of Ziihera® (zanidatamab-hrii) 50mg/mL for injection for intravenous use for the treatment of adults with previously-treated, unresectable or metastatic HER2-positive (IHC 3+) second-line biliary tract cancer (BTC). Ziihera® is the first and only dual HER2-targeted bispecific antibody approved for HER2-positive BTC in the U.S. Zanidatamab is currently under regulatory review in the EU and China for second-line BTC and is being evaluated in multiple global clinical trials as a potential best-in-class treatment for patients with multiple HER2-expressing cancers. Zymeworks is rapidly advancing a robust pipeline of wholly-owned product candidates, leveraging its expertise in both antibody-drug conjugates and multispecific antibody therapeutics targeting novel pathways in areas of significant unmet medical need. Phase 1 studies for ZW171 and ZW191 are now actively recruiting with investigational new drug applications for ZW220 and ZW251 planned for 2025. In addition to Zymeworks’ pipeline, its therapeutic platforms have been further leveraged through strategic partnerships with global biopharmaceutical companies. For information about Zymeworks, visit www.zymeworks.com and follow @ZymeworksInc on X.


Cautionary Note Regarding Forward-Looking Statements

This press release includes “forward-looking statements” or information within the meaning of the applicable securities legislation, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements in this press release include, but are not limited to, statements that relate to Zymeworks’ expectations regarding implementation of its strategic priorities, including those with respect to its pipeline and R&D strategy; preliminary and unaudited estimates of its cash, cash equivalents, and marketable securities; anticipated sufficiency of existing cash resources and certain anticipated regulatory milestone payments to fund Zymeworks’ planned operations into 2H-2027; future financial position; timing of milestones with respect to zanidatamab and other product candidates; potential therapeutic effects and commercial potential of zanidatamab and Zymeworks’ other product candidates; the anticipated benefits of the collaboration agreement with Jazz Pharmaceuticals; the anticipated benefits of Zymeworks’ agreements with BeiGene and its other collaborators; Zymeworks’ ability to receive additional payments pursuant to its collaboration agreements, including any future milestone payments and royalties; the commercial potential of zanidatamab and Zymeworks’ and its partners’ ability to obtain further regulatory approval of and successfully commercialize zanidatamab; the timing of and results of the interactions with regulators, including anticipated regulatory filings and the timing thereof; current and future partnerships and strategic collaborations; Zymeworks’ development of its product candidates and enrollment in its clinical trials; the timing and status of ongoing and future clinical trials and studies and presentation of related data; the ability to advance product candidates into later stages of development; the timing of anticipated IND submissions; and other information that is not historical information. When used herein, words such as “believe”, “future”, “anticipate”, “approximately”, “will”, “plans”, “may”, “potential”, “expect”, “should”, “continue”, 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. Zymeworks believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. Zymeworks may not realize its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various factors, including, without limitation: Zymeworks’ assumptions and estimates regarding its financial condition may be incorrect; any of Zymeworks’ or its partners’ product candidates may fail in development, may not receive required regulatory approvals, or may be delayed to a point where they are not commercially viable; Zymeworks may not achieve milestones or receive additional payments under its collaborations; regulatory agencies may impose additional requirements or delay the initiation of clinical trials; the impact of new or changing laws and regulations; market conditions; the impact of pandemics and other health crises 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; zanidatamab may not be successfully commercialized; clinical trials and any future clinical trials may not demonstrate safety and efficacy of any of Zymeworks’ or its collaborators’ product candidates; Zymeworks may be unable to maintain or enter into new partnerships or strategic collaborations; and the other risks described under “Risk Factors” in Zymeworks’ Quarterly Report on Form 10-Q for its quarter ended September 30, 2024 (a copy of which may be obtained at www.sec.gov and www.sedar.com).


Furthermore, we are in the process of finalizing our financial results for the fourth quarter and fiscal year 2024, and therefore our finalized and audited results and final analysis of those results are not yet available. The preliminary expectations regarding year-end cash, cash equivalents, and marketable securities are the responsibility of management, are subject to management’s review and actual results could differ from management’s expectations. The actual results are also subject to audit by our independent registered public accounting firm and no assurance is given by our independent registered public accounting firm on such preliminary expectations. You should not draw any conclusions as to any other financial results as of and for the year ended December 31, 2024, based on the foregoing estimates.

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.

Investor inquiries:

Shrinal Inamdar

Senior Director, Investor Relations

(604) 678-1388

ir@zymeworks.com

Media inquiries:

Diana Papove

Senior Director, Corporate Communications

(604) 678-1388

media@zymeworks.com