Zymeworks Reports Inducement Grant Under Nasdaq Stock Market Rule 5635(c)

Rhea-AI Summary

Zymeworks Inc. (Nasdaq: ZYME) has reported an equity inducement award to Ms. Leone Patterson, their new Executive Vice President and Chief Business and Financial Officer. The award, granted under Nasdaq Stock Market Rule 5635(c), consists of a stock option to purchase 360,000 shares of the company's common stock. The option has an exercise price of $11.73 per share, equal to the closing price on August 30, 2024, and a maximum term of 10 years.

The option will vest over four years, with 25% vesting on the one-year anniversary of Ms. Patterson's start date (September 1, 2024), and the remaining 75% vesting monthly over the following three years. In the event of a change of control followed by termination without cause within 12 months, all unvested shares will fully vest.

Positive

• Appointment of a new Executive Vice President and Chief Business and Financial Officer
• Granting of stock options as a retention tool for key executive

Negative

• Potential dilution of existing shareholders due to the issuance of 360,000 new stock options

VANCOUVER, British Columbia, Sept. 03, 2024 (GLOBE NEWSWIRE) -- Zymeworks Inc. (Nasdaq: ZYME), a clinical-stage biotechnology company developing a diverse pipeline of novel, multifunctional biotherapeutics to improve the standard of care for difficult-to-treat diseases, today reported, as required by the Nasdaq Stock Market Rule 5635(c) (the “Nasdaq Rule”), an equity inducement award to Ms. Leone Patterson, Zymeworks’ Executive Vice President and Chief Business and Financial Officer.

In accordance with the Nasdaq Rule, Zymeworks approved the grant of the following equity award to Ms. Patterson as a material inducement to Ms. Patterson entering into employment with Zymeworks: effective as of September 1, 2024, which is the date her employment with Zymeworks began (the “Start Date”), a stock option to purchase 360,000 shares of the Company’s common stock (the “Option”). The Option has an exercise price per share of $11.73, which equals the closing price of the Company’s common stock on August 30, 2024, and has a maximum term of 10 years.

The Option will vest over a four-year period as follows: (i) 1/4th of the shares underlying the Option will vest on the one-year anniversary of the Start Date and (ii) 1/36th of the remaining shares underlying the Option will vest on the last day of each month following the one-year anniversary of the Start Date until all of the shares underlying the Option have vested, subject to Ms. Patterson’s continued service. In addition, if there is a change of control and within 12 months following such change of control, her employment is terminated by the Company without cause, 100% of the unvested shares underlying the Option will become fully vested as of the termination of her employment.

The Option was granted under the Amended and Restated Inducement Stock Option and Equity Compensation Plan (the “Plan”) and related option agreement, and will be subject to terms and conditions generally consistent with those in the Plan.

About Zymeworks Inc.

Zymeworks is a global clinical-stage biotechnology company committed to the discovery, development, and commercialization of novel, multifunctional biotherapeutics. Zymeworks’ mission is to make a meaningful difference in the lives of people impacted by difficult-to-treat cancers and other diseases. The Company’s complementary therapeutic platforms and fully integrated drug development engine provide the flexibility and compatibility to precisely engineer and develop highly differentiated antibody-based therapeutic candidates. Zymeworks engineered and developed zanidatamab, a HER2-targeted bispecific antibody using the Company’s proprietary Azymetric™ technology. Zymeworks has entered into separate agreements with BeiGene, Ltd. (BeiGene) and Jazz Pharmaceuticals Ireland Limited (Jazz), granting each exclusive rights to develop and commercialize zanidatamab in different territories. Zanidatamab is currently being evaluated in multiple global clinical trials as a potential best-in-class treatment for patients with HER2-expressing cancers. A Biologics License Application (BLA) to the U.S. Food and Drug Administration (FDA) seeking accelerated approval for zanidatamab as a treatment for previously-treated, unresectable, locally advanced, or metastatic HER2-positive biliary tract cancer (BTC) has been accepted and granted Priority Review. A BLA has also been accepted for review by the Center for Drug Evaluation (CDE) of the National Medical Products Administration (NMPA) in China. If approved, zanidatamab would be the first HER2-targeted treatment specifically approved for BTC in the U.S. and China. Zymeworks is rapidly advancing a deep pipeline of product candidates based on its experience and capabilities in both antibody-drug conjugates and multispecific antibody therapeutics across multiple novel targets in indications that represent areas of significant unmet medical need. In addition to Zymeworks’ wholly owned pipeline, its therapeutic platforms have been further leveraged through strategic partnerships with global biopharmaceutical companies. For information about Zymeworks, visit www.zymeworks.com and follow @ZymeworksInc on X.

Cautionary Note Regarding Forward-Looking Statements

This press release includes “forward-looking statements” or information within the meaning of the applicable securities legislation, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements in this press release include, but are not limited to, statements that relate to the potential therapeutic effects and commercial potential of zanidatamab and Zymeworks’ other product candidates; the anticipated benefits of collaboration agreements; timing of and results of potential interactions with regulators; the commercial potential of technology platforms and product candidates; Zymeworks’ clinical development of its product candidates and enrollment in its clinical trials; the timing and status of ongoing and future studies and the related data; the ability to advance product candidates into later stages of development and other information that is not historical information. When used herein, words such as “plan”, “believe”, “expect”, “may”, “continue”, “anticipate”, “potential”, “will”, “progress”, and similar expressions are intended to identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based upon Zymeworks’ current expectations and various assumptions. Zymeworks believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. Zymeworks may not realize its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various factors, including, without limitation: any of Zymeworks’ or its partners’ product candidates may fail in development, may not receive required regulatory approvals, or may be delayed to a point where they are not commercially viable; Zymeworks may not achieve milestones or receive additional payments under its collaborations; regulatory agencies may impose additional requirements or delay the initiation of clinical trials; the impact of new or changing laws and regulations; market conditions; the impact of pandemics and other health crises on Zymeworks’ business, research and clinical development plans and timelines and results of operations, including impact on its clinical trial sites, collaborators, and contractors who act for or on Zymeworks’ behalf; clinical trials may not demonstrate safety and efficacy of any of Zymeworks’ or its collaborators’ product candidates; Zymeworks’ assumptions and estimates regarding its financial condition, future financial performance and estimated cash runway may be incorrect; inability to maintain or enter into new partnerships or strategic collaborations; and the factors described under “Risk Factors” in Zymeworks’ quarterly and annual reports filed with the Securities and Exchange Commission (copies of which may be obtained at www.sec.gov and www.sedar.com).

Although Zymeworks believes that such forward-looking statements are reasonable, there can be no assurance they will prove to be correct. Investors should not place undue reliance on forward-looking statements. The above assumptions, risks and uncertainties are not exhaustive. Forward-looking statements are made as of the date hereof and, except as may be required by law, Zymeworks undertakes no obligation to update, republish, or revise any forward-looking statements to reflect new information, future events or circumstances, or to reflect the occurrences of unanticipated events.

Contacts:

Investor Inquiries:

Shrinal Inamdar
Director, Investor Relations
(604) 678-1388
ir@zymeworks.com

Media Inquiries:

Diana Papove
Senior Director, Corporate Communications
(604) 678-1388
media@zymeworks.com

FAQ

What equity inducement award did Zymeworks (ZYME) grant to Leone Patterson?

Zymeworks granted Leone Patterson a stock option to purchase 360,000 shares of the company's common stock at an exercise price of $11.73 per share, with a maximum term of 10 years.

How will the stock options granted to Leone Patterson by Zymeworks (ZYME) vest?

The stock options will vest over four years, with 25% vesting on the one-year anniversary of her start date (September 1, 2024), and the remaining 75% vesting monthly over the following three years.

What happens to Leone Patterson's unvested stock options in case of a change of control at Zymeworks (ZYME)?

If there is a change of control and within 12 months her employment is terminated without cause, 100% of the unvested shares underlying the option will become fully vested.

When did Leone Patterson start her employment with Zymeworks (ZYME)?

Leone Patterson's employment with Zymeworks began on September 1, 2024.