ITEM 8.01 OTHER EVENTS.
On September 8, 2022, Zymeworks issued a press release announcing that it has
filed a proxy statement and related materials for its special meeting of
securityholders (the "Special Meeting") to be held on October 7, 2022 at 9:00 am
Pacific time at the Pearl Room, Fairmont Pacific Rim, 1038 Canada Place,
Vancouver, BC V6C 0B9. At the Special Meeting, securityholders of Zymeworks will
be asked to consider a resolution to approve a series of transactions, including
a corporate redomicile.
On September 8, 2022, Zymeworks filed this press release with the Canadian
securities regulatory authorities on the System for Electronic Document Analysis
and Retrieval at www.sedar.com.
A copy of this press release is attached as Exhibit 99.1 hereto.
Important Information for Investors and Securityholders
This communication is not intended to and does not constitute an offer to sell,
buy or exchange or the solicitation of an offer to sell, buy or exchange any
securities or the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, purchase, or exchange of securities or solicitation of
any vote or approval in any jurisdiction in contravention of applicable law. In
connection with the proposed change of domicile to Delaware (the "Redomicile"),
Zymeworks has caused its subsidiary Zymeworks Delaware Inc., a Delaware
corporation ("New Zymeworks"), to file a registration statement on Form S-4,
which includes New Zymeworks' prospectus as well as Zymeworks' proxy statement
(the "Proxy Statement/Prospectus"), with the U.S. Securities and Exchange
Commission (the "SEC") and the appropriate Canadian securities regulatory
authorities. Zymeworks will mail the Proxy Statement/Prospectus to its
shareholders and holders of its warrants and outstanding equity awards in
connection with the proposed Redomicile. INVESTORS AND SECURITYHOLDERS OF
ZYMEWORKS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY
AUTHORITIES CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT ZYMEWORKS, NEW ZYMEWORKS, THE REDOMICILE, AND
RELATED MATTERS. Investors and securityholders are able to obtain free copies of
the Proxy Statement/Prospectus and other documents filed with the SEC by
Zymeworks or New Zymeworks through the website maintained by the SEC at
www.sec.gov ("EDGAR"). Investors and securityholders are also able to obtain
free copies of the Proxy Statement/Prospectus and other documents filed with
Canadian securities regulatory authorities by Zymeworks, through the website
maintained by the Canadian Securities Administrators at www.sedar.com ("SEDAR").
In addition, investors and securityholders are able to obtain free copies of the
documents filed with the SEC and Canadian securities regulatory authorities on
Zymeworks' website at www.zymeworks.com or by contacting Zymeworks' corporate
secretary.
Participants in the Solicitation
Zymeworks and certain of its directors, executive officers and employees may be
considered participants in the solicitation of proxies in connection with the
proposed Redomicile. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of the securityholders of
Zymeworks in connection with the proposed Redomicile, including a description of
their respective direct or indirect interests, by security holdings or
otherwise, is included in the Proxy Statement/Prospectus described above.
Additional information regarding Zymeworks' directors and executive officers is
also included in Zymeworks' Amendment No. 1 to the Annual Report on Form 10-K/A,
which was filed with the SEC and Canadian securities regulatory authorities on
May 2, 2022. This document is available free of charge as described above.
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Cautionary Note Regarding Forward-Looking Statements
This communication includes "forward-looking statements" or information within
the meaning of applicable securities legislation, including Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Forward-looking statements in this communication
include, but are not limited to, statements that relate to the timing and
completion of the Redomicile; expected benefits of the Redomicile; opportunities
to enhance long-term value for securityholders as a U.S. corporation;
opportunities to expand the institutional investor base; eligibility for
inclusion in certain leading indices; ability to commercialize zanidatamab in
the United States; and other information that is not historical information.
When used herein, words such as "intention", "subject to", believes", "propose",
"will", "future", "may", "anticipates", "pending", "plans", "potential", and
similar expressions are intended to identify forward-looking statements. In
addition, any statements or information that refer to expectations, beliefs,
plans, projections, objectives, performance or other characterizations of future
events or circumstances, including any underlying assumptions, are
forward-looking. All forward-looking statements are based upon Zymeworks'
current expectations and various assumptions. Actual results could differ
materially from those described or implied by such forward-looking statements as
a result of various factors, including, without limitation: the impact of the
COVID-19 pandemic on Zymeworks' business, research and clinical development
plans and timelines and results of operations, including impact on its clinical
trial sites, collaborators, and contractors who act for or on Zymeworks' behalf,
may be more severe and more prolonged than currently anticipated; the ability to
receive, in a timely manner and on satisfactory terms, the required
securityholder, stock exchange and court approvals; the anticipated last day of
trading Zymeworks common shares on the NYSE and the anticipated trading of
shares of common stock of New Zymeworks following the completion of the
Redomicile; and assumptions in corporate guidance. Risks and uncertainties
include, but are not limited to: the anticipated benefits of the Redomicile may
not be achieved; the receipt of securityholder, stock exchange and court
approvals and satisfaction of other conditions in connection with the Redomicile
may not be obtained; the anticipated tax consequences and impact of the
Redomicile to Zymeworks securityholders, Zymeworks and New Zymeworks may not
materialize; risks relating to New Zymeworks following the Redomicile, including
triggering provisions in certain agreements that require consent or may result
in termination; publicity resulting from the Redomicile and impacts to the
company's business and share price; risks that the description of the
transactions in external communications may not properly reflect the underlying
legal and tax principles of the Redomicile; the benefits of being a U.S.
corporation on efforts to commercialize zanidatamab may not be realized; changes
in or interpretation of laws or regulations may prevent the realization of
anticipated benefits from the Redomicile; risks associated with existing or
potential lawsuits and regulatory actions; the impact of disputes arising with
partners; and other risks and uncertainties as described in Zymeworks' Annual
Report on Form 10-K, as amended, and Quarterly Reports on Form 10-Q and as
described from time to time in Zymeworks' other periodic filings as filed on
SEDAR and EDGAR.
Although Zymeworks believes that such forward-looking statements are reasonable,
there can be no assurance they will prove to be correct. Investors should not
place undue reliance on forward-looking statements. The above assumptions, risks
and uncertainties are not exhaustive. Forward-looking statements are made as of
the date hereof and, except as may be required by law, Zymeworks undertakes no
obligation to update, republish, or revise any forward-looking statements to
reflect new information, future events or circumstances or to reflect the
occurrences of unanticipated events.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit
No. Description
99.1 Press Release dated September 8, 2022.
104 Cover Page Interactive Data File (embedded as Inline XBRL document).
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