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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): December 30, 2022

 

 

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)

(302) 274-8744

(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 December 30, 2022, Zymeworks BC Inc. and Zymeworks Management Inc., subsidiaries of Zymeworks Inc. (the “Company”) entered into an amendment to the Employment Agreement effective January 15, 2022 (the “Employment Agreement”) between Mr. Kenneth Galbraith, the Company’s Chair and Chief Executive Officer, and Zymeworks BC Inc. (the “Amendment”). The Amendment amends the Employment Agreement, to (a) extend the period during which Mr. Galbraith and his immediate family will be entitled to reimbursement or direct payment of certain airfare and lodging expenses from one trip per calendar year that occurs prior to the end of 2023 to one trip per calendar year that occurs prior to the end of 2024, (b) extend the time period for Mr. Galbraith’s relocation to Vancouver, B.C. from 18 months following the effective date of the Employment Agreement to July 15, 2024, (c) extend the time period during which Mr. Galbraith is entitled to temporary housing benefits from 18 months following the effective date of the Employment Agreement to July 15, 2024, and (d) make certain other administrative and conforming changes.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

   

Description

10.1    Amendment to Employment Agreement, dated as of December 30, 2022, by and among Kenneth Galbraith, Zymeworks BC Inc. and Zymeworks Management Inc.
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: December 30, 2022     By:  

/s/ Chris Astle

   

Name:

Title:

  

Chris Astle

Senior Vice President and Chief Financial Officer

 

3
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