8-K

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): October 13, 2022

Zymeworks Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-41535	88-3099146
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br>Identification No.)
108 Patriot Drive, Suite A<br>Middletown, Delaware	19709
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(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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock, par value $0.00001 per share	ZYME	New York Stock Exchange
Preferred Stock Purchase Rights	N/A	New York Stock Exchange

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 8.01	Other Events.

On October 13, 2022, Zymeworks Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission a prospectus supplement dated October 13, 2022 (the “Prospectus Supplement”) to its prospectus dated October 1, 2021, which was included in the automatic shelf registration statement on Form S-3 (Registration No. 333-232592) filed by the Company’s predecessor, Zymeworks BC Inc. (formerly known as Zymeworks Inc.), or Legacy Zymeworks, and assumed by the Company in connection with the previously reported redomicile transactions completed on October 13, 2022 pursuant to which the Company became the ultimate parent company of Legacy Zymeworks (the “Redomicile Transactions”). The Prospectus Supplement relates to the issuance, from time to time, of up to 6,218,757 shares of the Company’s common stock consisting of:

•	up to 1,424,533 shares of common stock issuable upon the exchange of exchangeable shares in the capital of Zymeworks ExchangeCo Ltd., a company existing under the laws of British Columbia and the Company’s indirect subsidiary, which issued the exchangeable shares to certain shareholders of Legacy Zymeworks in connection with the Redomicile Transactions; and
•	up to 4,794,224 shares of common stock issuable upon the exercise of pre-funded warrants that were originally issued by Legacy Zymeworks and assumed by the Company in connection with the Redomicile Transactions.
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A copy of the opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, relating to the legality of the shares of common stock covered by the Prospectus Supplement is attached as Exhibit 5.1 hereto and is incorporated by reference herein.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br>No.	Description
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
104	Cover Page Interactive Data File (embedded as Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZYMEWORKS INC.
	(Registrant)
Date: October 13, 2022	By:	/s/ Neil A. Klompas
	Name:<br> <br>Title:	Neil A. Klompas<br> <br>President and Chief Operating Officer

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EX-5.1

Exhibit 5.1

Wilson Sonsini Goodrich & Rosati<br><br><br>Professional Corporation<br> <br><br><br><br>650 Page Mill Road<br> <br>Palo Alto, CA 94304<br><br><br><br> <br>O: 650.493.9300<br><br><br>F: 650.493.6811

October 13, 2022

Zymeworks Inc.

108 Patriot Drive, Suite A

Middletown, Delaware 19709

Re:	Registration Statement on Form S-3

Ladies and Gentlemen:

This opinion is furnished to you in connection with the offering by Zymeworks Inc., a Delaware corporation (the “Company”), from time to time, of up to 6,218,757 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), consisting of: (i) up to 1,424,533 shares of common stock issuable upon the exchange of exchangeable shares (the “Exchangeable Shares”) in the capital of Zymeworks ExchangeCo Ltd., an indirect subsidiary of the Company, which issued the Exchangeable Shares to certain shareholders of Zymeworks BC Inc. (“Legacy Zymeworks”) in connection with redomicile transactions completed on October 13, 2022 pursuant to which the Company became the ultimate parent company of Legacy Zymeworks (the “Redomicile Transactions”); and (ii) up to 4,794,224 shares of common stock issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”) that were originally issued by Legacy Zymeworks and assumed by the Company in connection with the Redomicile Transactions.

The Shares will be issued pursuant to (i) a Registration Statement on Form S-3 (Registration No. 333-259970) filed with the Securities and Exchange Commission (the “SEC”) by Legacy Zymeworks on October 1, 2021 under the Securities Act of 1933, as amended (the “Securities Act”), as amended by Post-Effective Amendment No. 1 filed with the SEC by the Company on October 13, 2022 for the purpose of adopting such registration statement pursuant to Rule 414 under the Securities Act (as amended, the “Registration Statement”), (ii) the prospectus included in the Registration Statement (the “Base Prospectus”) and (iii) the prospectus supplement related to the Shares filed with the SEC by the Company on October 13, 2022 pursuant to Rule 424(b) promulgated under the Securities Act (together with the Base Prospectus, the “Prospectus”).

We are acting as counsel for the Company in connection with the issuance of the Shares by the Company. In such capacity, we have examined the Registration Statement (including exhibits thereto and documents incorporated by reference therein) and the Prospectus. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. In our examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us

AUSTIN        BEIJING        BOSTON      BOULDER        BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW YORK        PALO ALTO

SALT LAKE CITY        SAN DIEGO        SAN FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

Zymeworks Inc.

October 13, 2022

Page 2

as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed; (iv) that the Shares will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus; and (vi) the legal capacity of all natural persons.

We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable judicial decisions interpreting those laws) and the federal laws of the United States of America.

On the basis of the foregoing, we are of the opinion that:

1.	The Shares issuable upon exchange of the Exchangeable Shares have been duly authorized and, when such Shares<br>are issued in accordance with the terms of the Exchangeable Shares and the agreements governing the Exchangeable Shares, such Shares will be validly issued, fully paid and nonassessable.
2.	The Shares issuable upon exercise of the Pre-Funded Warrants have been<br>duly authorized and, when such Shares are issued in accordance with the terms of the Pre-Funded Warrants, such Shares will be validly issued, fully paid and nonassessable.
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We express no opinion as to (i) the effect of any bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar laws relating to or affecting the rights of creditors generally, (ii) rights to indemnification and contribution which may be limited by applicable law or equitable principles, or (iii) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, the effect of judicial discretion and the possible unavailability of specific performance, injunctive relief or other equitable relief, and the limitations on rights of acceleration, whether considered in a proceeding in equity or at law.

We consent to the use of this opinion as an exhibit to the Company’s Current Report on Form 8-K, to be filed on or about October 13, 2022, and we consent to the reference of our name under the caption “Legal Matters” in the Prospectus forming part of the Registration Statement. In giving such consent, we do not believe that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.