British Columbia, Canada
(State or other jurisdiction of incorporation) |
001-38068
(Commission File Number) |
47-2569713
(IRS Employer Identification No.) |
Suite 540, 1385 West 8th Avenue, Vancouver, British Columbia, Canada
(Address of principal executive offices) |
V6H 3V9
(Zip Code) |
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares, no par value per share
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ZYME
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New York Stock Exchange
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ITEM 7.01 |
REGULATION FD DISCLOSURE
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ITEM 8.01 |
OTHER EVENTS
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ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit No.
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Description
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ZYMEWORKS INC.
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(Registrant)
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Date: June 25, 2019
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By:
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/s/ Neil Klompas
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Name:
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Neil Klompas
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Title: | Chief Financial Officer |
Item 1:
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Name and Address of Company
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Zymeworks Inc. (“
Zymeworks
” or the “
Company
”)|1385 West 8
th
Avenue, Suite 540|Vancouver, BC, Canada|V6H 3V9
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Item 2:
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Date of Material Change
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June 18, 2019, June 19, 2019 and June 24, 2019
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Item 3:
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News Release
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News releases dated June 18, 2019, June 19, 2019 and June 24, 2019 were disseminated through the facilities of Business Wire, and copies were filed on the
Company’s profile at www.sedar.com.
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Item 4:
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Summary of Material Change
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On June 24, 2018, Zymeworks announced that it had closed its previously announced underwritten public offering (the “
Offering
”).
The Offering consisted of 7,013,892 common shares, including the exercise in full of the underwriters’ over-allotment option to purchase 1,458,336 additional shares, and, in lieu of common shares, to a certain investor, pre-funded warrants to
purchase up to 4,166,690 common shares. The common shares were offered at a price to the public of US$18.00 per common share and the pre-funded warrants were offered at a price of US$17.9999 per pre-funded warrant, for aggregate gross
proceeds to the Company of approximately US$201.3 million, before deducting underwriting discounts and commissions and estimated Offering expenses.
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Item 5:
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Full Description of Material Change
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5.1 Full Description of Material Change
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On June 18, 2019, Zymeworks announced that it had filed a preliminary prospectus supplement (the “
Canadian Supplement
”)
to its Canadian short form base shelf prospectus dated March 6, 2019 (the “
Base Prospectus
”) in connection with the Offering. The Canadian Supplement was filed with the securities regulatory authorities
in each of the provinces and territories of Canada. A preliminary prospectus supplement (together with the Canadian Supplement, the “
Supplements
”) was also filed with the U.S. Securities and Exchange
Commission as part of a registration statement on Form S-3, as amended, including a prospectus which became effective January 31, 2019 (the “
Registration Statement
”), pursuant to which the securities
will be offered in the United States.
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Zymeworks announced that it expected the Offering to raise a total gross proceeds of approximately US$150.0 million, before deducting underwriting discounts
and commissions and estimated offering expenses, and that it expected
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to grant to the underwriters a 30-day over-allotment option to purchase up to an additional 15% of the number of common shares offered in the Offering.
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On June 19, 2019, Zymeworks announced the pricing of the Offering of 5,555,556 common shares and, in lieu of common shares, to a certain investor, pre-funded
warrants to purchase up to 4,166,690 common shares. The Company announced that the common shares were being offered at a price to the public of US$18.00 per common share and the pre-funded warrants were being offered at a price of US$17.9999
per pre-funded warrant, for aggregate gross proceeds to the Company of approximately US$175.0 million, before deducting the underwriting discounts and commissions and estimated Offering expenses. In addition, the Company announced that it
granted the underwriters of the Offering a 30-day over-allotment option to purchase up to an additional 1,458,336 common shares on the same terms and conditions.
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On June 24, 2019, Zymeworks announced that it closed its Offering of 7,013,892 common shares, including the exercise in full of the underwriters’
over-allotment option to purchase 1,458,336 additional shares, and, in lieu of common shares, to a certain investor, pre-funded warrants to purchase up to 4,166,690 common shares. The common shares were offered at a price to the public of
US$18.00 per common share and the pre-funded warrants were offered at a price of US$17.9999 per pre-funded warrant, for aggregate gross proceeds to the Company of approximately US$201.3 million, before deducting underwriting discounts and
commissions and estimated Offering expenses.
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The Company intends to use the net proceeds of the Offering to accelerate and expand the global development of ZW25 both as a single agent and in combination
with other anti-cancer agents in a variety of HER2-expressing tumors, including gastroesophageal, breast and other underserved cancers; to accelerate and expand the clinical development of ZW49 through its ongoing adaptive Phase 1 clinical
trial and follow-on global studies; to advance other novel preclinical programs, including those involving non-HER2-expressing tumors; and for general corporate purposes.
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J.P. Morgan Securities, LLC acted as active book-running manager for the Offering. Wells Fargo Securities, LLC and Stifel, Nicolaus & Company, Incorporated
acted as passive book-running managers, Raymond James Ltd. acted as co-lead manager and Ladenburg Thalmann & Co. Inc. acted as co-manager.
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The securities described above were offered in Canada pursuant to Zymeworks’ final prospectus supplement, dated June 19, 2019 (the “
Final Canadian Supplement
”), to its Base Prospectus, and in the United States pursuant to Zymeworks’ final prospectus supplement, dated June 19, 2019 (together with the Final Canadian Supplement, the “
Final Supplements
”), to its U.S. Registration Statement. The Final Supplements were filed in Canada and the United States on June 20, 2019.
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The Company relied on the exemption set forth in Section 602.1 of the TSX Company Manual, which provides that the TSX will not apply its standards to certain
transactions involving eligible interlisted issuers on a recognized exchange, such as the NYSE.
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5.2 Disclosure of Restructuring Transactions
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Not applicable.
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Item 6:
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Reliance on subsection 7.1(2) of National Instrument 51-102
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Not applicable.
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Item 7:
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Omitted Information
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Not applicable.
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Item 8:
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Executive Officer
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For further information, please contact Neil Klompas, Chief Financial Officer of the Company at (604) 678-1388.
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Item 9:
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Date of Report
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June 25, 2019
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