Item 8.01 Other Events.

On June 22, 2022, Xenon Pharmaceuticals Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Jefferies LLC, J.P. Morgan Securities LLC, SVB Securities LLC and Stifel, Nicolaus & Company, Incorporated, acting as representatives of the several underwriters named therein (collectively, the "Underwriters"), relating to an underwritten public offering of 7,868,854 common shares (the "Firm Shares") and pre-funded warrants to purchase 327,868 common shares at an exercise price equal to $0.0001 per share (the "Pre-Funded Warrants") being sold by the Company. The offering price of the Firm Shares to the public is $30.50 per common share, and the offering price of the Pre-Funded Warrants to the public is $30.4999 per Pre-Funded Warrant (equal to the public offering price per common share minus the exercise price of each Pre-Funded Warrant). The Underwriters have agreed to purchase the Firm Shares from the Company at a price of $28.67 per share and the Pre-Funded Warrants from the Company at a price of $28.6699 per Pre-Funded Warrant. The net proceeds to the Company from this offering are expected to be approximately $234.6 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Company has granted the Underwriters a 30-day option to purchase up to an additional 1,229,508 common shares, at the public offering price less the underwriting discounts and commissions.

The offering is being made pursuant to the Company's automatically effective shelf registration statement on Form S-3ASR (File No. 333-260010) previously filed with the Securities and Exchange Commission on October 4, 2021 and a related prospectus included in the Registration Statement, as supplemented by a preliminary prospectus supplement dated June 22, 2022 and a final prospectus supplement dated June 22, 2022.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for 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.

The exercise price and the number of common shares issuable upon exercise of each Pre-Funded Warrant is subject to appropriate adjustment in the event of certain share dividends and distributions, share splits, share combinations, reclassifications or similar events affecting the common shares.

Each Pre-Funded Warrant will be exercisable from the date of issuance until the date the Pre-Funded Warrant is exercised in full. Each Pre-Funded Warrant will be exercisable, in the holder's discretion, by (i) payment in full in immediately available funds for the number of common shares purchased upon such exercise or (ii) a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the Pre-Funded Warrant. Subject to applicable law, upon exercise of a Pre-Funded Warrant, a holder may elect to receive the same number of common shares as the number for which the Pre-Funded Warrant is exercisable. Under the Pre-Funded Warrants, the Company may not effect the exercise of any Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving effect to such exercise, would cause: (i) the aggregate number of common shares beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the total number of common shares outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Company's securities beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the combined voting power of all of the Company's securities immediately outstanding after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrant, which percentage may be changed at the holder's election to a higher or lower percentage not in excess of 19.99% upon at least 61 days' notice to the Company.

In the event of certain fundamental transactions (as described in the Pre-Funded Warrants), a holder of Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction without regard to any limitations on exercise contained in the Pre-Funded Warrants.


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The Underwriting Agreement and the form of Pre-Funded Warrant are filed as Exhibit 1.1 and Exhibit 4.1 to this report, respectively, and are incorporated by reference herein. The description of the terms of the Underwriting Agreement and the form of Pre-Funded Warrant is qualified in its entirety by reference to such exhibits. A copy of the opinion of Blake, Cassels & Graydon LLP relating to the legality of the issuance and sale of the Firm Shares and the Pre-Funded Warrants in the offering is filed as Exhibit 5.1 hereto and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.
Exhibit
Number  Description
1.1       Underwriting Agreement, dated June 22, 2022, among Xenon
        Pharmaceuticals Inc., Jefferies LLC, J.P. Morgan Securities LLC, SVB
        Securities LLC and Stifel, Nicolaus & Company, Incorporated, as
        representatives of the several underwriters named therein.
4.1       Form of Pre-Funded Warrant
5.1       Opinion of Blake, Cassels & Graydon LLP.
23.1      Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1).
104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

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