ITEM 7.01 |
Regulation FD Disclosure |
On September 16, 2022, Zymeworks Inc. (the Company or Zymeworks) issued a press release announcing that independent proxy advisory
firm Glass, Lewis & Co. recommended that shareholders of the Company vote in favor of a resolution to approve a series of transactions, including a corporate redomicile, at the Companys upcoming special meeting of securityholders to
be held on October 7, 2022.
On September 16, 2022, the Company filed the press release with the Canadian securities regulatory authorities on
the System for Electronic Document Analysis and Retrieval at www.sedar.com.
A copy of the press release is attached as Exhibit 99.1 hereto.
The information under this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed
filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any
filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such 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 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 has mailed 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.