Zymeworks Inc. (NYSE/TSX: ZYME), a clinical-stage biopharmaceutical
company developing multifunctional biotherapeutics, has today filed a
preliminary prospectus supplement (the “Canadian Supplement”) to
its Canadian short form base shelf prospectus dated March 6, 2019 (the “Base
Prospectus”) in connection with an offering of its common shares and
pre-funded warrants to purchase its common shares (the “Offering”).
The Canadian Supplement was filed with the securities regulatory
authorities in each of the provinces and territories of Canada. A
preliminary prospectus supplement (the “U.S. Supplement,”
together with the Canadian Supplement, the “Supplements”) was
also filed with the U.S. Securities and Exchange Commission (the “SEC”)
as part of a registration statement on Form S-3, as amended, including a
prospectus which became effective January 31, 2019 (the “Registration
Statement”), pursuant to which the securities will be offered in the
United States.
The Company also expects to grant to the underwriters a 30-day
over-allotment option to purchase up to an additional 15% of the number
of common shares offered in the Offering. The Offering is expected to be
priced in the context of the market, with the final terms of the
Offering to be determined at the time of pricing. There can be no
assurance as to whether or when the Offering may be completed, or as to
the actual size or terms of the Offering. The closing of the Offering
will be subject to customary closing conditions, including the listing
of the common shares on the TSX and NYSE and any required approvals of
each exchange. The pre-funded warrants will not be listed on the TSX or
the NYSE.
The Offering is expected to raise total gross proceeds of approximately
US$150.0 million, before deducting underwriting discounts and
commissions and estimated offering expenses. The Company intends to use
the net proceeds of the Offering (i) to accelerate and expand the global
development of ZW25 both as a single agent and in combination with other
anti-cancer agents in a variety of HER2-expressing tumors, including
gastroesophageal, breast and other underserved cancers; (ii) to
accelerate and expand the clinical development of ZW49; (iii) to advance
other novel preclinical programs, including those involving
non-HER2-expressing tumors; and (iv) for general corporate purposes.
J.P. Morgan Securities, LLC is acting as active book-running manager for
the Offering. Wells Fargo Securities, LLC and Stifel, Nicolaus &
Company, Incorporated are acting as passive book-running managers,
Raymond James Ltd. is acting as co-lead manager and Ladenburg Thalmann &
Co. Inc. is acting as co-manager.
The Supplements and the Registration Statement contain important
detailed information about the Offering. A copy of the Canadian
Supplement can be found on SEDAR at www.sedar.com
and www.sec.gov,
and a copy of the U.S. Supplement and the related Registration Statement
can be found on EDGAR at www.sec.gov.
Copies of the Supplements may also be obtained from J.P. Morgan
Securities, LLC, Attention; Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204;
Wells Fargo Securities, LLC, Attention; Equity Syndicate Department, 375
Park Avenue, New York, NY 10152, by telephone at (800) 326-5897, or by
email at cmclientsupport@wellsfargo.com;
or Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One
Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at
(415) 364-2720, or by email at syndprospectus@stifel.com.
Prospective investors should read the Supplements and the Registration
Statement before making an investment decision.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any province, state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such province, state or
jurisdiction.
About Zymeworks Inc.
Zymeworks is a clinical-stage biopharmaceutical company dedicated to the
development of next-generation multifunctional biotherapeutics. The
Company’s suite of therapeutic platforms and its fully integrated drug
development engine enable precise engineering of highly
differentiated product candidates. Zymeworks’ lead clinical candidate,
ZW25, is a novel Azymetric™ bispecific antibody currently in Phase 2
clinical development. The Company’s second clinical candidate, ZW49, is
a bispecific antibody-drug conjugate currently in Phase 1 clinical
development and combines the unique design and antibody framework of
ZW25 with Zymeworks’ proprietary ZymeLink™ cytotoxic payload. Zymeworks
is also advancing a deep preclinical pipeline in immuno-oncology and
other therapeutic areas. In addition, its therapeutic platforms are
being leveraged through strategic partnerships with nine
biopharmaceutical companies.
Cautionary Note Regarding Forward Looking Statements
This press release includes “forward-looking statements” within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995 and
“forward-looking information” within the meaning of Canadian securities
laws, or collectively, forward-looking statements. Forward-looking
statements in this news release include statements that relate to the
Offering, the anticipated size of the Offering, the granting of the
over-allotment option, the anticipated use of proceeds from the
Offering, and other information that is not historical information. When
used herein, words such as “advance”, “believe”, “initiate”, “may”,
“plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”
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, market conditions and the factors
described under “Risk Factors” in the Base Prospectus, the Registration
Statement, the Supplements and Zymeworks’ Quarterly Report on Form 10-Q
for the three month period ended March 31, 2019 (a copy of which may be
obtained at www.sec.gov
and www.sedar.com).
Consequently, forward-looking statements should be regarded solely as
Zymeworks’ current plans, estimates and beliefs. You should not place
undue reliance on forward-looking statements. Zymeworks cannot guarantee
future results, events, levels of activity, performance or achievements.
Zymeworks does not undertake and specifically declines any 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, except as may be required by law.
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