SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 15, 2021
(Exact name of registrant as specified in its charter)
|British Columbia, Canada||001-38068||98-1398788|
(State or other jurisdiction
|Suite 540, 1385 West 8th Avenue, Vancouver, British Columbia, Canada||V6H 3V9|
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
(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
Name of each exchange
on which registered
|Common Shares, no par value per share||ZYME||New York Stock Exchange|
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. ☐
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On April 15, 2021, Diana Hausman, M.D., the Chief Medical Officer (“CMO”) of Zymeworks Inc. (“Zymeworks”), provided notice to Zymeworks of her resignation as CMO. Dr. Hausman will transition out of her role as CMO and assume an executive advisory role until November 15, 2021. Neil Josephson, M.D., who currently oversees Zymeworks’ global clinical studies in his role as Senior Vice President, Clinical Research, will assume the role of interim CMO.
REGULATION FD DISCLOSURE.
On April 19, 2021, Zymeworks issued a press release announcing that: (i) Dr. Hausman will be transitioning out of her role as Zymeworks’ CMO and assuming an executive advisory role until November 15, 2021; and (ii) Dr. Josephson, who currently oversees Zymeworks’ global clinical studies in his role as Senior Vice President, Clinical Research, will assume the role of interim CMO.
On April 19, 2021, Zymeworks filed this press release with the Canadian securities regulatory authorities in Canada on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. A copy of this press release is attached as Exhibit 99.1 hereto.
The information provided under this Item (including Exhibit 99.1, attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
On April 19, 2021, the Company filed a material change report with Canadian securities regulators regarding: (i) Dr. Hausman’s transition out of her role as Zymeworks’ CMO and assumption of an executive advisory role, and (ii) Dr. Josephson’s assumption of the role of interim CMO. A copy of this material change report is attached as Exhibit 99.2 hereto.
FINANCIAL STATEMENTS AND EXHIBITS.
|99.1||Press Release dated April 19, 2021.|
|99.2||Material Change Report dated April 19, 2021.|
|104||Cover Page Interactive Data File (embedded as Inline XBRL document).|
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.
|Date: April 19, 2021||By:|
/s/ Neil A. Klompas
|Name:||Neil A. Klompas|
|Title:||Executive Vice President, Business Operations and Chief Financial Officer|