ITEM 5.07 Submission of Matters to a Vote of Security Holders.




On October 7, 2022, Zymeworks Inc. (the "Company") held a special meeting of
securityholders (the "Special Meeting"). At the Special Meeting, the Company's
securityholders considered and voted upon a resolution (the "Redomicile
Resolution") to approve a series of transactions, including a corporate
redomicile, which includes a plan of arrangement under the British Columbia
Business Corporations Act (the "BCBCA") that provides for, among other things,
(a) the issuance to the holders of common shares of the Company (the "Zymeworks
Common Shares" and the holders thereof, the "Zymeworks Shareholders") of either
(i) shares of Zymeworks Delaware Inc., a Delaware corporation, ("Parent") common
stock, par value $0.00001 per share (the "Delaware Common Stock") on a
one-for-one basis, or (ii) at their election and subject to applicable
eligibility criteria, exchangeable shares (the "Exchangeable Shares" and
recipients thereof, the "Exchangeable Shareholders") in the capital of Zymeworks
ExchangeCo Ltd., a company existing under the laws of the Province of British
Columbia and a direct wholly-owned subsidiary of Callco ("ExchangeCo"), on a
one-for-one basis, or a mix of Exchangeable Shares and Delaware Common Stock (in
such aggregate number that is equal to the number of Zymeworks Common Shares
exchanged for them), but subject to a cap on the aggregate number of
Exchangeable Shares that is equal to 18% of (1) the number of Zymeworks Common
Shares issued and outstanding, less (2) the number of Zymeworks Common Shares
held by any Zymeworks Shareholders who exercise their dissent rights under the
BCBCA; (b) the entry by Parent, Zymeworks CallCo ULC, an unlimited liability
company existing under the laws of the Province of British Columbia and a
direct, wholly-owned subsidiary of Parent ("Callco") and ExchangeCo into the
Exchangeable Share Support Agreement; and (c) the entry by Parent, ExchangeCo,
Callco and Computershare Trust Company of Canada, a trust company existing under
the laws of Canada into the Voting and Exchange Trust Agreement for the benefit
of the Exchangeable Shareholders.

A total of 30,955,015 Zymeworks Common Shares were present in person or by
proxy, representing approximately 50.17% of the Zymeworks Common Shares issued
and outstanding and entitled to vote at the Special Meeting as of the record
date of August 24, 2022.

A total of 36,496,322 Zymeworks Common Shares, warrants and incentive awards
were present in person or by proxy, representing approximately 48.91% of
Zymeworks Common Shares, warrants and incentive awards issued and outstanding
and entitled to vote at the Special Meeting as of the record date of August 24,
2022.

The Redomicile Resolution received the following votes and was approved:



                                        # Votes        % Votes         # Votes        % Votes       # Votes       % Votes
                                          For            For           Against        Against       Abstain       Abstain
Zymeworks shareholders,
warrantholders and incentive award
holders, voting together as a
single class                            34,612,420        94.84 %

1,830,919 5.02 % 52,983 0.14 % Zymeworks shareholders, voting separately

                              29,073,873        93.92 %

1,828,159 5.91 % 52,983 0.17 %

A report outlining the voting results described above is filed as Exhibit 99.1 hereto.

ITEM 7.01 Regulation FD Disclosure.




On October 7, 2022, Zymeworks Inc. issued a press release announcing the results
of the Special Meeting. A copy of this press release is attached as Exhibit 99.2
to this Current Report on Form 8-K.

The information provided under this Item (including Exhibit 99.2, attached
hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (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.

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 redomicile (the "Redomicile"), Zymeworks has caused
Parent, to file a registration statement on Form S-4, which includes Parent'
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
has mailed the Proxy

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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,
PARENT, 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 Parent 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 on 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.

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, and Section 21E of the Exchange Act. Forward-looking statements
in this communication include, but are not limited to, statements that relate to
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; ability to commercialize its products 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", "expect" 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 New York Stock Exchange and the
anticipated trading of Delaware Common Stock 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 Parent may not
materialize; risks relating to Parent 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 Report 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        Report of Voting Results.

99.2        Press Release dated October 7, 2022.

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





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