ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On August 23, 2022, Zymeworks Inc. issued an aggregate of 3,787,675 common shares, no par value per share (the "Warrant Net Exercise Shares"), to warrant holders upon the exercise of outstanding warrants to purchase an aggregate of 3,787,737 common shares, no par value per share, pursuant to a net exercise mechanism under the warrants. Each warrant had an exercise price of $0.0001 per share. The issuances of the Warrant Net Exercise Shares were exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof as an exchange with an existing security holder where no commission or other remuneration is paid or given for soliciting such exchange.

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