Zymeworks BC Inc. (Form: 8-K, Received: 10/18/2022 07:02:32)

Incorporation Number:

Name of Company:

ZYMEWORKS INC.

Name Reservation Number:

Name Reserved:

ZYMEWORKS BC INC.

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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 BC Inc.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

001-38068

98-1398788

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Suite 800, 114 East 4th Avenue, Vancouver, British Columbia,

Canada

V5T 1G4

(Address of principal executive offices)

(Zip Code)

(604) 678-1388

(Registrant’s telephone number, including area code)

Zymeworks Inc.

(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 Shares, no par value 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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 13, 2022, the entity formerly known as Zymeworks Inc., a corporation continued under the Business Corporations Act (British Columbia) (“Legacy Zymeworks”), filed a Notice of Alteration with the British Columbia Registrar of Companies to change its name to “Zymeworks BC Inc.,” effective October 13, 2022. The name change was made in connection with the closing of the previously reported redomicile transactions (the “Redomicile Transactions”) pursuant to which Legacy Zymeworks became a subsidiary of a new ultimate parent company named Zymeworks Inc., a Delaware corporation formerly known as Zymeworks Delaware Inc. A copy of the Notice of Alteration and the amended Notice of Articles reflecting the name change are included as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 8.01

Other Events.

On October 13, 2022, following Legacy Zymeworks’ request in connection with the Redomicile Transactions, the New York Stock Exchange (“NYSE”) filed notifications on Form 25 with the Securities and Exchange Commission (the “SEC”) to remove from listing on the NYSE and registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), both Legacy Zymeworks’ common shares and preferred share purchase rights. Legacy Zymeworks expects to file Forms 15 with the SEC to terminate the registration of its common shares and preferred share purchase rights under Section 12 of the Exchange Act and to suspend its duty to file reports required by Section 15(d) the Exchange Act.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

3.1		Notice of Alteration.

3.2		Notice of Articles.

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 BC INC.
	(Registrant)

Date: October 18, 2022	By:	/s/ Neil A. Klompas
	Name:	Neil A. Klompas
	Title:	President and Chief Operating Officer

Exhibit 3.1

Date and Time: October 13, 2022 09:28 AM Pacific Time

Mailing Address:

PO Box 9431 Stn Prov Govt

Victoria BC V8W 9V3

www.corporateonline.gov.bc.ca

Location:

2nd Floor - 940 Blanshard Street

Victoria BC

1 877 526-1526

Notice of Alteration

FORM 11

BUSINESS CORPORATIONS ACT

Section 257

Filed Date and Time: October 13, 2022 09:28 AM Pacific Time

Alteration Date and Time: Notice of Articles Altered on October 13, 2022 09:28 AM Pacific Time

NOTICE OF ALTERATION

ALTERATION EFFECTIVE DATE:

The alteration is to take effect at the time that this application is filed with the Registrar.

CHANGE OF NAME OF COMPANY


From:				To:
ZYMEWORKS INC.				ZYMEWORKS BC INC.

C1117210 Page: 1 of 1

Exhibit 3.2

Mailing Address:

PO Box 9431 Stn Prov Govt

Victoria BC V8W 9V3

www.corporateonline.gov.bc.ca

Location:

2nd Floor - 940 Blanshard Street

Victoria BC

1 877 526-1526


				CERTIFIED COPY Of a Document filed with the Province of British Columbia Registrar of Companies

		Notice of Articles BUSINESS CORPORATIONS ACT		T.K. SPARKS

This Notice of Articles was issued by the Registrar on: October 13, 2022 09:28 AM Pacific Time

Incorporation Number: C1117210

Recognition Date and Time: Continued into British Columbia on May 2, 2017 09:30 AM Pacific Time

NOTICE OF ARTICLES

Name of Company:

ZYMEWORKS BC INC.

REGISTERED OFFICE INFORMATION


Mailing Address:		Delivery Address:
SUITE 2600, THREE BENTALL CENTRE 595 BURRARD STREET, P.O. BOX 49314		SUITE 2600, THREE BENTALL CENTRE 595 BURRARD STREET, P.O. BOX 49314
VANCOUVER BC V7X 1L3		VANCOUVER BC V7X 1L3
CANADA		CANADA

RECORDS OFFICE INFORMATION


Mailing Address:		Delivery Address:
SUITE 2600, THREE BENTALL CENTRE 595 BURRARD STREET, P.O. BOX 49314		SUITE 2600, THREE BENTALL CENTRE 595 BURRARD STREET, P.O. BOX 49314
VANCOUVER BC V7X 1L3		VANCOUVER BC V7X 1L3
CANADA		CANADA

Page: 1 of 3

DIRECTOR INFORMATION


Last Name, First Name, Middle Name:
Cox, Troy

Mailing Address:		Delivery Address:
114 EAST 4TH AVENUE, SUITE 800		114 EAST 4TH AVENUE, SUITE 800
VANCOUVER BC V5T 1G4		VANCOUVER BC V5T 1G4
CANADA		CANADA


Last Name, First Name, Middle Name:
Sacks, Natalie

Mailing Address:		Delivery Address:
114 EAST 4TH AVENUE, SUITE 800		114 EAST 4TH AVENUE, SUITE 800
VANCOUVER BC V5T 1G4		VANCOUVER BC V5T 1G4
CANADA		CANADA


Last Name, First Name, Middle Name:
Zoth, Lota

Mailing Address:		Delivery Address:
114 EAST 4TH AVENUE, SUITE 800		114 EAST 4TH AVENUE, SUITE 800
VANCOUVER BC V5T 1G4		VANCOUVER BC V5T 1G4
CANADA		CANADA


Last Name, First Name, Middle Name:
Galbraith, Kenneth

Mailing Address:		Delivery Address:
114 EAST 4TH AVENUE, SUITE 800		114 EAST 4TH AVENUE, SUITE 800
VANCOUVER BC V5T 1G4		VANCOUVER BC V5T 1G4
CANADA		CANADA


Last Name, First Name, Middle Name:
Renton, Hollings C,

Mailing Address:		Delivery Address:
114 EAST 4TH AVENUE, SUITE 800		114 EAST 4TH AVENUE, SUITE 800
VANCOUVER BC V5T 1G4		VANCOUVER BC V5T 1G4
CANADA		CANADA


Last Name, First Name, Middle Name:
Mahony, Susan

Mailing Address:		Delivery Address:
114 EAST 4TH AVENUE, SUITE 800		114 EAST 4TH AVENUE, SUITE 800
VANCOUVER BC V5T 1G4		VANCOUVER BC V5T 1G4
CANADA		CANADA

Page: 2 of 3


Last Name, First Name, Middle Name:
Neu, Kelvin

Mailing Address:		Delivery Address:
114 EAST 4TH AVENUE, SUITE 800		114 EAST 4TH AVENUE, SUITE 800
VANCOUVER BC V5T 1G4		VANCOUVER BC V5T 1G4
CANADA		CANADA


Last Name, First Name, Middle Name:
Hillan, Kenneth J.

Mailing Address:		Delivery Address:
114 EAST 4TH AVENUE, SUITE 800		114 EAST 4TH AVENUE, SUITE 800
VANCOUVER BC V5T 1G4		VANCOUVER BC V5T 1G4
CANADA		CANADA

RESOLUTION DATES:

Date(s) of Resolution(s) or Court Order(s) attaching or altering Special Rights and Restrictions attached to a class or a series of shares:

June 9, 2022


AUTHORIZED SHARE STRUCTURE

1. No Maximum	Common Shares	Without Par Value

		Without Special Rights or Restrictions attached

2. No Maximum	Preferred Shares	Without Par Value

		With Special Rights or Restrictions attached

1. No Maximum	Series A Participating Preferred	Special Rights or Restrictions are attached

Page: 3 of 3