Zymeworks (ZYME) SEC Filings

Zymeworks Inc. (ZYME) asks stockholders to vote at its virtual annual meeting on December 15, 2026, on six proposals: elect director nominees Brian N. Cherry, Gregory A. Ciongoli and Oleg Nodelman; approve named executive officer compensation on an advisory basis; set the frequency of future compensation votes; approve the 2026 Employee Stock Purchase Plan; amend the charter to declassify the board; and ratify the auditor appointment. The board recommends voting FOR the nominees and Proposals 2, 4, 5 and 6, and 1 YEAR for Proposal 3.

If approved, Proposal 5 would begin annual one-year elections for directors whose terms expire starting at the 2027 annual meeting, with the staggered-board structure phased out by the 2029 annual meeting; directors elected at the 2026 meeting would still serve three-year terms. On the October 21, 2026 record date, 70,475,386 common shares were held by registered stockholders, and 1,424,533 exchangeable shares were eligible to vote. The prior annual meeting’s advisory compensation vote received approximately 94% support among votes cast, excluding broker non-votes and abstentions.

Zymeworks Inc. (ZYME) entered a global exclusive license and collaboration with Roche for ZW209; the license becomes effective on the first business day after HSR Clearance. Roche agreed to pay Zymeworks a non-refundable upfront payment of $55.0 million, due following receipt of HSR Clearance, and $40.0 million upon initiation of the first Product’s Phase Ib Trial. Zymeworks is also eligible for up to $718 million in research, development, commercial and sales-based milestones, plus tiered high-single-digit to mid-teen royalties on annual net sales, subject to customary reductions.

Zymeworks will conduct the Phase Ia monotherapy dose-escalation trial at Roche’s expense and manufacture ZW209 for preclinical studies and that trial. Roche is solely responsible at its sole expense for other development and commercialization, and has the sole right to manufacture Products for clinical and commercial use except for the Phase Ia Mono Trial. Roche will use commercially reasonable efforts to develop and commercialize one Product in one U.S. indication. ZW209 has received U.S. FDA IND clearance, and a Phase 1 study has been initiated.

The agreement restricts Zymeworks from pursuing other DLL3-targeting T-cell engager activities until the earlier of five years after the Effective Date, initiation of the first Phase 3 study for a Product by Roche or its affiliates, or termination. Royalties for each Product and country continue until the later of 10 years after first commercial sale in that country or expiration of the last valid claim of the licensed patents covering that Product there.

Zymeworks Inc. is asking stockholders to vote at its virtual annual meeting on December 15, 2026, on director nominees Brian N. Cherry, Gregory A. Ciongoli and Oleg Nodelman; advisory votes on executive compensation and its frequency; approval of the 2026 Employee Stock Purchase Plan; a charter amendment to declassify the board; and auditor ratification. The board recommends voting FOR the nominees and Proposals 2, 4, 5 and 6, and “1 YEAR” on Proposal 3.

The declassification amendment requires approval by 66 2/3% of outstanding voting power. If approved, directors whose terms expire beginning with the 2027 annual meeting would be elected annually for one-year terms; directors elected at this meeting would retain three-year terms. Stockholders and holders of exchangeable shares held as of October 21, 2026, are eligible to vote.

On October 9, 2026, Zymeworks Inc. EVP, Head of R&D Adam Schayowitz had 37,037 restricted stock units vest, issuing 37,037 common shares. He sold 13,832 shares at a weighted average price of $25.85 per share to cover required taxes and fees under mandatory sell-to-cover provisions; the sale was not discretionary. His reported post-transaction balance was 74,074 RSUs.

Zymeworks Inc. officer Adam Schayowitz reported a proposed sale of 13,832 common shares, with an aggregate market value of $349,396.32. The approximate sale date is October 9, 2026; Morgan Stanley Wealth Management Canada is listed as broker, and Nasdaq as the exchange. The shares are identified as originating from vesting of restricted stock units.

Zymeworks Inc. completed its acquisition of Theravance Biopharma on September 23, 2026. Each outstanding Theravance ordinary share, except treasury shares, shares held by Theravance, Zymeworks or their subsidiaries, and dissenting shares, converted into a right to receive $17.00 in cash without interest and one contingent value right (CVR).

Each non-tradeable CVR provides a pro rata share of 80% of net proceeds from an ampreloxetine license, divestiture or other monetization transaction executed within 10 years after the Effective Time; a share of a $50 million payment upon the first commercial sale by Zymeworks or its affiliates in the U.S., UK, Spain, France, Germany or Italy during that period; and 10% of net sales received by Zymeworks or its affiliates, by country, from first sale until the later of the 10th anniversary of first sale, patent expiration or loss of exclusivity. Zymeworks described CVR payments as highly speculative and said there is no assurance any will be paid.

Indirect subsidiaries issued $350 million of senior secured notes at a fixed 8.25% annual rate, maturing December 31, 2036, with interest payable quarterly in arrears. The notes are secured by substantially all personal property of the issuers and guarantors, subject to customary exclusions; proceeds funded part of the cash consideration and CVR Payment Amount.

Zymeworks Inc. (ZYME) announced that its partner Jazz Pharmaceuticals received U.S. FDA approval for two Ziihera® (zanidatamab-hrii)-containing regimens as first-line treatments for adults with unresectable locally advanced or metastatic HER2-positive gastroesophageal adenocarcinoma. The regimens combine Ziihera with Tevimbra® and chemotherapy, or with chemotherapy alone, across defined HER2+ patient groups.

Under Zymeworks’ License and Collaboration Agreement with Jazz, this approval triggers a $250 million milestone payment. Zymeworks remains eligible for up to $1.3 billion in additional regulatory and commercial milestones and tiered royalties of 10% to 20% on Jazz’s net sales of zanidatamab in Jazz’s territories. Through a separate collaboration with BeOne Medicines, Zymeworks has received $81 million to date and may earn up to an additional $144 million in milestones plus tiered royalties of up to 19.5% on net sales in BeOne’s territories. Zymeworks states that these partnered cash flows support its strategy to fund a wholly owned pipeline of trispecific T‑cell engagers and antibody‑drug conjugates.

Zymeworks Inc., a royalty‑focused biotechnology company, reported second‑quarter 2026 revenue of $4.6 million, down from prior‑year milestone‑driven levels, and a net loss of $45.0 million (six‑month loss $89.2 million). Operating expenses fell modestly, but collaboration revenue declined sharply.

Cash, cash equivalents and marketable securities totaled $322.5 million at June 30, 2026. Operating activities used $77.7 million of cash in the first half, offset by proceeds from a $250.0 million non‑recourse Royalty Pharma financing backed by 30% of future Ziihera royalties, recorded as a $252.6 million liability with a 10.7% effective interest rate.

The company repurchased 3.8 million shares for $91.1 million under its 2025 program and 2.0 million shares for $51.9 million under the 2026 program, reducing common shares outstanding to 71.4 million. It also agreed to acquire Theravance Biopharma for $17.00 in cash plus a CVR per share, to be financed with cash on hand and a committed $350.0 million debt facility, and highlighted potential Ziihera‑related regulatory milestones totaling up to $440.0 million for first‑line HER2‑positive GEA approvals.

Zymeworks Inc. reported second-quarter 2026 results and a broad corporate update as it evolves into a diversified, revenue-generating biotechnology business. Total revenue was $4.6 million, compared with $48.7 million a year earlier, mainly because 2025 included significant non-recurring collaboration milestones and higher development support and drug supply revenue from Jazz. Research and development expenses declined to $27.4 million, while general and administrative expenses increased to $19.3 million, largely from higher stock-based compensation. Interest on a royalty-backed note financing with Royalty Pharma contributed to net other expense of $3.1 million, and the company posted a net loss of $45.0 million versus net income of $2.3 million in the prior-year quarter.

Cash, cash equivalents and marketable securities totaled $322.5 million as of June 30, 2026. Under its 2026 share repurchase program of up to $125.0 million, Zymeworks had used $49.4 million to buy 1,971,454 shares at an average price of $25.04, and since August 2024 has cumulatively repurchased $213.6 million of stock, leaving about 71.0 million shares outstanding. Strategically, an August 25, 2026 U.S. PDUFA target action date for zanidatamab could trigger a $250 million approval milestone, the first of up to $440 million in potential global regulatory milestones. The proposed acquisition of Theravance Biopharma, expected to close in the second half of 2026 and financed primarily by a $350 million non-recourse note and Theravance’s anticipated $360 million net cash, is expected to be accretive to earnings and generate positive cash flow, adding YUPELRI royalties, additional royalty and milestone interests, an early-stage I&I portfolio and $2.5 billion in Irish tax attributes. Zymeworks plans to stop providing cash runway guidance and instead focus its outlook on operating performance and long-term growth metrics.