Zymeworks SEC Filings

Robert E. Landry, a director of Zymeworks Inc. (ZYME), was granted stock options on 08/11/2025. The award consists of options to purchase 62,000 shares of common stock at an exercise price of $12.44 per share, with an expiration date of 08/10/2035. The options vest in 36 equal monthly installments beginning one month after the grant date. Following the reported transaction, Mr. Landry directly beneficially owns 62,000 option units.

Zymeworks director Gregory Austin Ciongoli filed an initial Form 3 reporting beneficial ownership in the issuer. He directly owns 73,500 shares of common stock and, as manager of 4 Arrows Holdings, LLC, exercises sole voting and dispositive power over an additional 5,000 shares while disclaiming beneficial ownership except for his pecuniary interest. The Form 3 lists the event date as 08/10/2025 and includes a signature by an attorney-in-fact dated 08/12/2025.

Zymeworks Inc. appointed Gregory A. Ciongoli and Robert E. Landry to its board effective August 10, 2025; Mr. Ciongoli was named a Class II director with a term expiring at the 2026 annual meeting and Mr. Landry was named a Class I director with a term expiring at the 2025 annual meeting. Both were added to the Audit Committee and will receive the companys standard non-employee director compensation, including an initial stock option grant to purchase 62,000 shares each.

Separately, the company entered into a private placement under which Mr. Ciongoli agreed to buy 415,000 shares at $12.02 per share for an aggregate purchase price of $4,988,300; closing is expected on or about August 12, 2025 and proceeds are intended for working capital and general corporate purposes. Troy M. Cox resigned from the board effective August 9, 2025, and the company stated the resignation was not due to any disagreement with the company.

EcoR1 Capital, LLC and affiliates have filed a Schedule 13D disclosing a 30.7% beneficial stake in Zymeworks Inc. (NASDAQ: ZYME). The group, which includes EcoR1 Capital Fund Qualified, L.P. and EcoR1 founder Oleg Nodelman, now controls 22,970,388 common shares following the recent exercise of pre-funded warrants. The ownership percentage is based on 74,844,505 shares outstanding as reported in Zymeworks’ Form 8-K dated 27 Jun 2025.

Capital deployed. EcoR1 funds have invested a cumulative $205.7 million in ZYME equity: $192.9 million by the Qualified Fund and $12.9 million by EcoR1 Capital Fund, L.P. The totals include $50.0 million used on 26 Dec 2023 to acquire pre-funded warrants that have since been exercised.

Governance influence. Oleg Nodelman and EcoR1 employee Scott Platshon already sit on Zymeworks’ board, giving the investor direct insight and influence over corporate strategy. The filing states that the shares were acquired for investment purposes and that no specific plans under Items 4(a)-(j) of Schedule 13D are currently contemplated; however, EcoR1 reserves the right to buy or sell additional shares, engage in hedging, or discuss strategic matters with management and other shareholders.

Key takeaways for investors:

• EcoR1 is now Zymeworks’ largest known holder, with voting and dispositive power shared among its entities.
• The stake underscores EcoR1’s conviction that ZYME was undervalued at the time of purchase.
• While the filing is not overtly activist, EcoR1’s 30%-plus position and board presence could accelerate strategic initiatives or heighten takeover speculation.
• Potential share-price volatility may arise if EcoR1 materially increases or reduces its position.

EcoR1 Capital, LLC, together with its affiliated fund and managing member Oleg Nodelman, filed a Form 4 disclosing the cashless exercise of 5,086,521 pre-funded warrants in Zymeworks Inc. (ticker: ZYME) on 26 Jun 2025.

• The warrants carried a nominal exercise price of $0.0001 per share. To settle the aggregate exercise price, the reporting persons instructed the issuer to withhold 41 shares (valued at $12.71 each), issuing the remaining 5,086,480 new common shares.
• Following the transaction, EcoR1’s Qualified Fund owns 21,582,563 ZYME shares and the group reports total indirect beneficial ownership of 22,970,388 shares.
• The derivative position (pre-funded warrants) is now fully exhausted; the reporting persons hold 0 derivative securities post-transaction.
• EcoR1 and Mr. Nodelman are both classified as 10% owners and hold board seats, reinforcing their strategic involvement with the company.

The filing signals continued insider alignment through an increase in equity exposure; however, it also converts previously outstanding warrants into issued equity, modestly expanding the public float.

Zymeworks (Nasdaq: ZYME) filed an 8-K announcing two material events.

• Amendment: The company removed the 19.99 % ownership cap from 5,086,521 pre-funded warrants originally sold to EcoR1 in December 2023.
• Exercise: On June 26 2025 the warrants were net-exercised at $0.0001; 5,086,480 common shares were issued on June 27 2025.

The exercise lifted the warrant overhang but adds ≈6.8 % to the basic share count, which now totals 74,844,505. Because the warrants were already deeply in-the-money, cash proceeds were immaterial (≈$509) and no additional capital was raised. EcoR1—already a >5 % holder with board representation—can now exceed the prior 19.99 % limit, increasing ownership concentration and voting power.

No financial statements or guidance were provided.