As filed with the Securities and Exchange Commission on October 1, 2021
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ZYMEWORKS INC.
(Exact
name of registrant as specified in its charter)
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British Columbia, Canada
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98-1398788
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Suite 540 1385 West 8th Avenue
Vancouver, British Columbia
Canada V6H 3V9
(604) 678-1388
(Address, including zip code, and telephone number, including area code of
registrants principal executive offices)
The Corporation
Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
(302)
658-7581
(Name, address, including zip code, and telephone number, including area code, of
agent for service)
Copies to:
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Tony Jeffries
Bryan D. King
Wilson
Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
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Joseph A. Garcia, Esq.
Jamie Kariya, Esq.
Blake,
Cassels & Graydon LLP
595 Burrard Street, Suite 2600
Vancouver, British Columbia, Canada V7X 1L3
(604) 631-3300
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From time to time after the effective date of this registration statement
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this
Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities To Be Registered(1)
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Amount to be
Registered(2)(3)
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Proposed
Maximum
Aggregate
Price
Per Unit(2)(3)
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Proposed
Maximum
Aggregate
Offering
Price(2)(3)
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Amount of
Registration
Fee(4)
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Common Shares, no par value
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Preferred Shares
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Debt Securities
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Warrants to Purchase Debt Securities
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Warrants to Purchase Equity Securities
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Subscription Receipts
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Units
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Total
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(1)
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The securities of each class may be offered and sold from time to time by the registrant and/or by one or more
selling securityholders to be identified in the future. These securities may be sold separately, together or as units with other offered securities. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act),
this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.
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(2)
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Omitted pursuant to Form S-3 General Instruction II.E.
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(3)
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An indeterminate aggregate initial offering price or number of securities of each identified class is being
registered as may from time to time be offered or issued at indeterminate prices. In addition, an indeterminate number of securities that may be issued upon exercise, settlement, conversion or exchange of any offered securities, or pursuant to
anti-dilution adjustments, is being registered.
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(4)
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Pursuant to Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of the
entire registration fee. In addition, in accordance with Rule 457(p) under the Securities Act, the Registrant is carrying forward (i) registration fees of $5,908.49 that were previously paid in connection with $48,749,940.67 of unsold
securities under the Registrants Registration Statement on Form S-3 (File No. 333-228782), initially filed with the Securities and Exchange Commission on December 13, 2018, and (ii) registration fees of $9,931.30 that were previously
paid in connection with $79,769,456 of unsold securities under the Registrants Registration Statement on Form F-10 (File No. 333-224623), initially filed with the Securities and Exchange Commission on May 3, 2018, to be applied, in
each case, to any filing fees payable in connection with this Registration Statement.
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