ITEM 7.01 REGULATION FD DISCLOSURE

On May 20, 2022, Zymeworks Inc. ("Zymeworks") issued a press release announcing that its Board of Directors, after thorough consultation with its financial and legal advisors, unanimously determined that the unsolicited, opportunistic, non-binding proposal from an activist shareholder, All Blue Falcons FZE, and its affiliates to purchase Zymeworks for $10.50 per share substantially undervalues Zymeworks and is not in the best interest of Zymeworks and its shareholders.

On May 20, 2022, Zymeworks filed this press release with the Canadian securities regulatory authorities on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.

A copy of this press release is attached as Exhibit 99.1 hereto.

The information provided under this Item (including Exhibit 99.1, attached hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS




(d) Exhibits

Exhibit
  No.     Description

99.1        Press Release dated May 20, 2022.

104       Cover Page Interactive Data File (embedded as Inline XBRL document).

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