ZYME adds two board members as Ciongoli buys $4.99M in private placement

Rhea-AI Filing Summary

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.

Positive

• Two new directors appointed (Gregory A. Ciongoli and Robert E. Landry), strengthening board membership.
• Audit Committee additions with both appointees named to the Audit Committee, affecting oversight.
• Private placement of $4,988,300 by new director Gregory Ciongoli provides immediate working capital.
• Standard director compensation and indemnification will be provided, including an initial option grant of 62,000 shares to each new director.

Negative

• None.

Insights

Securities Analyst

TL;DR: Two board additions and a nearly $5.0M insider purchase signal governance refresh and director alignment with company capital needs.

The appointment of Gregory Ciongoli and Robert Landry, both placed on the Audit Committee, is a material board change that will affect committee oversight. The private placement of 415,000 shares at $12.02 for $4,988,300 is a direct capital infusion and indicates immediate funding for working capital. The terms specify reliance on Section 4(a)(2) for an exempt private sale and restrict resale absent registration or exemption. No disagreements were reported in the director resignation, which reduces governance uncertainty. These are discrete, material corporate events but do not disclose operating results or alter financial statements in this filing.

Corporate Governance Expert

TL;DR: Board composition and committee assignments changed; resignation reported as non-disagreement, preserving governance continuity.

The filing documents governance updates: two new independent-seeming directors were added and both joined the Audit Committee, shifting committee membership. Each new director will receive standard indemnification and director compensation, including options, consistent with established policy. The resignation of Troy M. Cox was explicitly stated not to stem from disagreement, which the company disclosed to avoid triggering certain Form 8-K disclosure obligations. Committee rosters were updated and provided in the filing.

8-K Event Classification

5 items: 1.01, 3.02, 5.02, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0001937653 0001937653 2025-08-09 2025-08-09

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): August 9, 2025

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

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 1.01 Entry into a Material Definitive Agreement.

The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

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

Director Appointments; Director Resignation

On August 10, 2025, the board of directors (the “Board”) of Zymeworks Inc. (the “Company”), upon recommendation from the nominating and corporate governance committee of the Board (the “Nominating Committee”), appointed Messrs. Gregory A. Ciongoli and Robert E. Landry as directors of the Company, effective as of August 10, 2025. Mr. Ciongoli was appointed as a Class II director with a term expiring at the Company’s 2026 annual general meeting of stockholders, and Mr. Landry was appointed as a Class I director with a term expiring at the Company’s 2025 annual general meeting of stockholders. Each of Messrs. Ciongoli and Landry were named to the audit committee of the Board (the “Audit Committee”) in connection with their appointments.

Except for Mr. Ciongoli’s participation in the Private Placement (discussed below), there are no transactions and no proposed transactions between Mr. Ciongoli 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 (the “Securities Act”), and there is no other arrangement or understanding between Mr. Ciongoli and any other person or entity pursuant to which Mr. Ciongoli was appointed as a director of the Company.

There are no transactions and no proposed transactions between Mr. Landry 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, and there is no other arrangement or understanding between Mr. Landry and any other person or entity pursuant to which Mr. Landry was appointed as a director of the Company.

Messrs. Ciongoli and Landry will each participate in the Company’s standard compensation plan for non-employee directors, including an initial stock option grant to purchase 62,000 shares of common stock, which will be granted to each of Messrs. Ciongoli and Landry on August 11, 2025. The standard compensation plan for non-

employee directors is described in the section titled “Director Compensation” of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2025. Each of Messrs. Ciongoli and Landry will also enter into the Company’s standard form of indemnification agreement for directors and executive officers.

In addition, on August 9, 2025, Mr. Troy M. Cox submitted his resignation from the Board, including the Audit Committee, effective as of August 9, 2025. Mr. Cox’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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

Stock Purchase Agreement

On August 10, 2025, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) for a private placement (the “Private Placement”) with Mr. Ciongoli following his appointment as a director of the Company. Pursuant to the Stock Purchase Agreement, Mr. Ciongoli has agreed to purchase 415,000 shares of common stock, $0.00001 par value per share, of the Company (the “Shares”) for an aggregate purchase price of $4,988,300. There are no underwriting discounts or commissions associated with the Private Placement. The per share purchase price for the Shares is $12.02 and represents the consolidated closing bid price on August 8, 2025 of a share of the Company’s common stock on The Nasdaq Stock Market LLC. The closing of the purchase and sale of the Shares is expected to occur on or about August 12, 2025 (the “Closing Date”), subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.

The offering and sale of the Shares has not been registered under the Securities Act or any state securities laws. The Company has relied on the exemption from the registration requirements of the Securities Act under Section 4(a)(2) thereof, for a transaction by an issuer not involving any public offering. The Shares may not be offered for sale, sold, transferred, assigned or otherwise disposed of absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the Shares does not involve a public offering and has been made without general solicitation or general advertising. Mr. Ciongoli represented that he is an accredited and sophisticated investor, and that he is acquiring the Shares for investment purposes only and not with a view to, or for distributing or reselling such Shares in violation of the Securities Act or any applicable state securities laws.

The foregoing description of the material terms of the Private Placement is qualified in its entirety by reference to the Stock Purchase Agreement attached hereto as Exhibit 10.1, which is incorporated by reference herein.

The Stock Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms thereof and not to provide investors with any other factual information regarding the Company or its business and it should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

The sale of the Shares pursuant to the Stock Purchase Agreement has not been registered under the Securities Act or any state securities laws. Neither this Current Report on Form 8-K, nor the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the securities described herein.

Item 8.01 Other Events.

Following Messrs. Ciongoli and Landry’s appointment to the Audit Committee, the composition of the committees of the Board is as follows:

Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee		Research and Development Committee
Carlos Campoy (Chair)		Susan Mahony (Chair)		Derek Miller (Chair)		Kelvin Neu (Chair)
Gregory Ciongoli		Nancy Davidson		Carlos Campoy		Alessandra Cesano
Robert Landry		Neil Gallagher		Alessandra Cesano		Nancy Davidson
Derek Miller		Scott Platshon		Oleg Nodelman		Neil Gallagher

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Stock Purchase Agreement, dated August 10, 2025, by and between the Company and Gregory Ciongoli
99.1		Press Release dated August 11, 2025.
104		Cover Page Interactive Data File (embedded as Inline XBRL document).

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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: August 11, 2025				By:		/s/ Kenneth Galbraith
				Name: Title:		Kenneth Galbraith Chair, President and Chief Executive Officer

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FAQ

Who were appointed to the Zymeworks (ZYME) board in August 2025?

Gregory A. Ciongoli and Robert E. Landry were appointed to the board effective August 10, 2025.

How much is the private placement reported in ZYME's 8-K and who is the purchaser?

Gregory Ciongoli agreed to purchase 415,000 shares at $12.02 per share for an aggregate of $4,988,300.

What will Zymeworks use the proceeds from the private placement for?

The company stated the net proceeds are intended for working capital and general corporate purposes.

Did any director resign from Zymeworks and was there a disagreement?

Troy M. Cox resigned effective August 9, 2025, and the company disclosed his resignation was not due to any disagreement with the company.

Are the shares sold in the private placement registered under the Securities Act?

No. The offering has not been registered and the company relied on the exemption under Section 4(a)(2) of the Securities Act.