Current Report Filing (8-k)

true 0001937653 false 0001937653 2023-04-10 2023-04-10 0001937653 us-gaap:CommonStockMember 2023-04-10 2023-04-10 0001937653 zyme:PreferredStockPurchaseRightsMember 2023-04-10 2023-04-10

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 10, 2023

 

 

Zymeworks Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-41535		88-3099146
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

108 Patriot Drive, Suite A Middletown, Delaware		19709
(Address of principal executive offices)		(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		ZYME		The Nasdaq Stock Market LLC
Preferred Stock Purchase Rights		N/A		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

 

 

 

---

Item 5.02 Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 10, 2023, the board of directors (the “Board”) of Zymeworks Inc. (the “Company”), upon recommendation from the nominating and corporate governance committee of the Board, voted to appoint Derek Miller as a director of the Company, effective immediately. Mr. Miller was appointed as a Class II director with a term expiring at the Company’s 2023 annual general meeting of stockholders.

There are no transactions and no proposed transactions between Mr. Miller or any member of his immediate family and the Company or its subsidiaries that would require disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended, and there is no arrangement or understanding between Mr. Miller and any other person or entity pursuant to which Mr. Miller was appointed as a director of the Company.

Mr. Miller will not be named to any committees of the Board in connection with his appointment.

Mr. Miller will participate in the Company’s standard compensation plan for non-employee directors, including an initial stock option grant to purchase 50,000 shares of common stock, which was granted to Mr. Miller on April 10, 2023. The standard compensation plan for non-employee directors is described in the section titled “Director Compensation” of the Company’s definitive proxy statement on Schedule 14A filed on November 25, 2022.

Mr. Miller will enter into the Company’s standard form of indemnification agreement for directors and executive officers.

A press release announcing Mr. Miller’s appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release dated April 10, 2023.
104		Cover Page Interactive Data File (embedded as Inline XBRL document).

 

2

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

				ZYMEWORKS INC.
				(Registrant)
Date: April 10, 2023				By:		/s/ Neil Klompas
				Name: Title:		Neil Klompas   President and Chief Operating Officer

 

3