ITEM 7.01 |
Regulation FD Disclosure |
On September 26, 2022, Zymeworks Inc. (the Company or Zymeworks) issued a press release announcing that independent proxy advisory
firm, Institutional Shareholder Services (ISS), 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 26, 2022, the Company filed a press release regarding the recommendation
by ISS with the Canadian securities regulatory authorities on the System for Electronic Document Analysis and Retrieval at www.sedar.com (SEDAR). A copy of this 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 (the Securities Act), 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 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.