ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 22, 2020, Zymeworks Inc. ("Zymeworks" or the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC and Citigroup Global Markets Canada Inc. as representatives of the several underwriters named in Schedule II thereto (the "Underwriters"), relating to the issuance and sale of 4,924,729 of the Company's common shares and, in lieu of common shares, to a certain investor, pre-funded warrants to purchase up to 1,075,271 common shares (together the "Offered Securities"). The common shares are being offered at a price to the public of US$46.50 per share and the pre-funded warrants are being offered at a price of US$46.4999 per pre-funded warrant (the "Offering"), which will result in approximately US$261.7 million of net proceeds to the Company after deducting underwriting discounts and commissions and estimated offering expenses payable by us. In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 900,000 common shares to cover over-allotments, if any. The Offering is expected to close on or about January 27, 2020, subject to customary closing conditions.

The Offering is being made pursuant to the Company's effective automatic shelf registration statement on Form S-3ASR (No. 333-234517) previously filed with the Securities and Exchange Commission ("SEC"), including the prospectus, dated November 5, 2019, and the prospectus supplement, dated January 22, 2020. The offering is also being made in Canada pursuant to the Company's prospectus supplement dated June 22, 2020 to its Canadian short form base shelf prospectus dated November 18, 2019 filed with the securities regulatory authorities in each of the provinces and territories of Canada.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. In addition, pursuant to the terms of the Underwriting Agreement, the Company and the executive officers and directors of the Company have entered into "lock-up" agreements with the Underwriters, which generally prohibit the sale, transfer or other disposition of common shares of the Company or securities convertible into, exchangeable for, exercisable for or repayable with common shares of the Company for a 90-day period with respect to the Company and a 60-day period with respect to the Company's executive officers and directors, subject to certain exceptions. The foregoing restrictions do not apply, among other limited exceptions, to sales of up to an aggregate of 50,000 of the Company's common shares on the open market by all directors and employees that have entered into lock-up agreements, collectively, beginning 45 days after the date of the prospectus supplement.

The foregoing is only a brief description of the terms of the Underwriting Agreement and the transactions contemplated thereby, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 hereto.

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ITEM 7.01 REGULATION FD DISCLOSURE

On January 21, 2020, Zymeworks 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. Additionally, on January 22, 2020, Zymeworks issued a press release announcing the pricing of the Offering, which was filed with the Canadian securities regulatory authorities in Canada on SEDAR. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto.

The information provided under this Item (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (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, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

In reviewing the Underwriting Agreement included as Exhibit 1.1 to this report, please remember that it is included to provide you with information regarding its terms and is not intended to provide any other factual or disclosure information about the Company or the other parties to the Underwriting Agreement. The Underwriting Agreement contains representations and warranties by each of the parties to the Underwriting Agreement. These representations and warranties have been made solely for the benefit of the other parties to the Underwriting Agreement and:





   •    should not in all instances be treated as categorical statements of fact,
        but rather as a way of allocating the risk to one of the parties if those
        statements prove to be inaccurate;




   •    may have been qualified by disclosures that were made to the other party in
        connection with the negotiation of the applicable Underwriting Agreement,
        which disclosures are not necessarily reflected in the Underwriting
        Agreement;




   •    may apply standards of materiality in a way that is different from what may
        be viewed as material to you or other investors; and




   •    were made only as of the date of the Underwriting Agreement or such other
        date or dates as may be specified in the Underwriting Agreement and are
        subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this report and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.





  Exhibit No.   Description

  1.1             Underwriting Agreement dated January 22, 2020.

  4.1             Form of Pre-Funded Warrant to Purchase Common Shares.

  99.1            Press Release issued by Zymeworks Inc. on January 21, 2020.

  99.2            Press Release issued by Zymeworks Inc. on January 22, 2020.

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