Stockholders' Equity | Stockholders’ Equity a. Equity Offerings 2023 Private Placement On December 28, 2023, the Company completed a private placement pursuant to which the Company sold 5,086,521 pre-funded warrants to purchase 5,086,521 shares of common stock at $9.8299 per pre-funded warrant. The Company received gross proceeds of $50,000 and net proceeds were $49,862, after expenses. 2023 ATM financing On June 16, 2023, the Company sold 3,350,000 shares of common stock pursuant to the Company's at-the-market sale program, at $8.12 per common share. Net proceeds were $26,233 after underwriting commissions and offering expenses. 2022 Public Offering On January 31, 2022, the Company closed a public offering pursuant to which the Company sold 11,035,000 common shares, including the sale of 1,875,000 common shares to the underwriters upon their full exercise of their over-allotment option, at $8.00 per common share and 3,340,000 pre-funded warrants (note 10c) in lieu of common shares at $7.9999 per pre-funded warrant. Net proceeds were $107,534, after underwriting discounts, commissions and offering expenses. b. Authorized Share Capital and Preferred Stock The Company’s authorized share capital consists of 1,000,000,000 shares of stock, consisting of (i) 900,000,000 shares of common stock, par value $0.00001 per share, and (ii) 100,000,000 shares of preferred stock, par value $0.00001 per share. In connection with the Plan of Arrangement, the Company issued to Computershare Trust Company of Canada, a trust company existing under the laws of Canada (the “Share Trustee”), one share of the Company's preferred stock, par value $0.00001 per share, which has certain variable voting rights in proportion to the number of Exchangeable Shares outstanding (the “Special Voting Preferred Stock”), enabling the Share Trustee to exercise voting rights for the benefit of the Exchangeable Shareholders. Immediately prior to the completion of the Redomicile Transactions, there were 61,699,387 Zymeworks BC Inc. common shares issued and outstanding. In connection with the consummation of the Plan of Arrangement, 60,274,854 shares of Common Stock and 1,424,533 Exchangeable Shares were issued to former Zymeworks BC shareholders. As of December 31, 2023, there were 651,219 Exchangeable Shares held by former Zymeworks BC shareholders (December 31, 2022: 1,424,533). The Company will issue shares of its common stock as consideration when a holder of Exchangeable Shares calls for Exchangeable Shares to be retracted by ExchangeCo, when ExchangeCo redeems Exchangeable Shares from the holder, or when CallCo purchases Exchangeable Shares from the Exchangeable Shareholder under CallCo’s overriding call rights. These Exchangeable Shares and the Special Voting Preferred Stock, when taken together, are simil ar in substance to the Company’s common stock. c. Pre-Funded Common Share Warrants In connection with the public offerings completed on June 24, 2019, January 27, 2020 and January 31, 2022 and private placement completed on December 28, 2023 (note 10a), the Company issued a total of 13,668,482 pre-funded warrants which granted holders of warrants the right to purchase up to 13,668,482 common shares or shares of common stock of the Company, at an exercise price of $0.0001 per share. The pre-funded warrants are exercisable by the holders at any time on or after the original issue date. The pre-funded warrants do not expire unless they are exercised or settled in accordance with the pre-funded warrant agreement. As the pre-funded warrants meet the condition for equity classification, proceeds from issuance of the pre-funded warrants, net of any transaction costs, are recorded in additional paid-in capital. Upon exercise of the pre-funded warrants, the historical costs recorded in additional paid-in capital along with exercise price collected from holders will be recorded in common shares. On August 23, 2022, October 25, 2022, October 27, 2022 and October 19, 2023, a total of 8,581,961 pre-funded warrants were exercised in exchange for issuance of 8,581,868 common shares. As a result of the December 28, 2023 private placement, as of December 31, 2023, there were 5,086,521 pre-funded warrants outstanding (December 31, 2022: 2,079,224). d. Adoption of a Shareholder Rights Plan On June 9, 2022, the board of directors authorized and declared a dividend distribution of one right (each, a “Right”) for each outstanding common share of the Company to shareholders of record as of the close of business on June 21, 2022. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Share, of the Company, at an exercise price of $74.00, subject to adjustment. The complete terms of the Rights are set forth in a Preferred Shares Rights Agreement (the “Rights Plan”), dated as of June 9, 2022, between the Company and Computershare Trust Company, N.A., as rights agent. In general terms, the Rights Plan works by imposing a significant penalty upon any person or group that acquires 10 percent or more (or 20 percent or more in the case of certain institutional investors who report their holdings on Schedule 13G) of the common shares without the approval of the board of directors. As a result, the overall effect of the Rights Plan and the issuance of the Rights may be to render more difficult or discourage a merger, amalgamation, arrangement, take-over bid, tender or exchange offer or other business combination involving the Company that is not approved by the board of directors. However, neither the Rights Plan nor the Rights should interfere with any merger, amalgamation, arrangement, take-over bid, tender or exchange offer or other business combination approved by the board of directors. The issuance of Rights does not affect reported earnings per share. On October 12, 2022, Zymeworks Inc. (a Delaware corporation) and Computershare Trust Company, N.A., as rights agent, entered into a Preferred Stock Rights Agreement (the “New Rights Plan”) and on October 13, 2022, the board of directors of Zymeworks Inc. (a Delaware corporation) declared a dividend distribution of one right (each, a “Right”) for each share of common stock outstanding at 12:01 a.m. (Pacific Time) on October 13, 2022 (the “Record Date”) and for each share of common stock that becomes outstanding, including any shares of common stock issued in connection with the Redomicile Transactions and as consideration for the Exchangeable Shares, as applicable, between the Record Date and the earlier of the Distribution Date (as defined in the New Rights Plan) and the expiration of the Rights. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Participating Preferred Stock, par value $0.00001 per share, of the Company (“ Series B Preferred Stock”) at an exercise price of $74.00 per one one-thousandth of a share of Series B Preferred Stock, subject to adjustment. On October 13, 2022, the Rights Plan expired. The New Rights Plan has substantively similar terms as the Rights Plan. On June 8, 2023 the New Rights Plan expired by its terms. Upon effectiveness of the Company's filing of a Certificate of Elimination with the Secretary of State of the State of Delaware on June 12, 2023, the shares that were previously designated as Series B Preferred Stock resumed the status of authorized but unissued shares of preferred stock of the Company. e. Stock-Based Compensation In connection with redomicile transactions in 2022, Zymeworks BC. assigned to the Company, and the Company assumed, all of Zymeworks BC’s rights and obligations under each of the stock-based compensation plans, as described below, and such plans became the Company’s stock-based compensation plans, with each outstanding award assumed by the Company and deemed exchanged for equivalent awards of the Company, except that the security issuable upon exercise or settlement, as applicable, will be shares of common stock of the Company rather than common shares of Zymeworks BC. Original Stock Option Plan On July 14, 2006, the shareholders of the Company approved an employee stock option plan (the “Original Plan”). The total number of options outstanding is not to exceed 20% of the issued common shares of the Company. Options granted under the Original Plan are exercisable at various dates over their 10-year life. The exercise prices of the Company’s stock options under the Original Plan are denominated in Canadian dollars. Upon the effectiveness of the Company’s New Plan described below, no further options were issuable under the Original Plan. However, all outstanding options granted under the Original Plan remain outstanding, subject to the terms of the Original Plan and the applicable grant documents, until such outstanding options are exercised or they terminate or expire by their terms. New Plan and Inducement Plan On April 10, 2017, the Company’s shareholders approved a new stock option plan, which became effective immediately prior to the consummation of the Company’s initial public offering (“IPO”). This plan allows for the grant of options, and also permitted the Company to grant incentive stock options (“ISOs”), within the meaning of Section 422 of the Internal Revenue Code, to its employees, until the shares reserved for issuance of ISOs were depleted. On June 7, 2018, the Company’s shareholders approved an amendment and restatement of this plan (this plan, as amended and restated, the “New Plan”), which includes an article that allows the Company to grant restricted shares, RSU and other share-based awards, in addition to stock options. As of December 31, 2023, 4,594,639 shares of common stock were available for future award grants under the New Plan (December 31, 2022: 3,205,132 shares of common stock). On January 5, 2022, board of directors approved the Zymeworks Inc. Inducement Stock Option and Equity Compensation Plan (the "Inducement Plan") and reserved 750,000 of the Company’s common shares for issuance pursuant to equity awards granted thereunder. As of December 31, 2023, 50,000 shares of common stock were available for future award grants under this plan (December 31, 2022: 50,000). RSUs The following table summarizes the Company's RSU activity under the New Plan: Number of RSUs Weighted- Outstanding, December 31, 2021 354,269 25.85 Granted 110,400 8.67 Vested and settled (93,966) 25.01 Forfeited (143,480) 26.63 Outstanding, December 31, 2022 227,223 17.36 Granted 864,100 8.03 Vested and settled (100,949) 18.69 Forfeited (218,961) 10.65 Outstanding, December 31, 2023 771,413 8.63 As of December 31, 2023, there was $2,236 of unamortized RSU expense that will be recognized over a weighted average period of 1.62 years. Stock Options The following table summarizes the Company’s stock options granted in Canadian dollars under the Original Plan and the New Plan: Number Weighted- Weighted- Weighted- Aggregate Aggregate Outstanding, December 31, 2021 2,488,655 26.15 20.70 6.24 7,919 6,224 Granted 917,035 8.67 6.76 Expired (54,221) 17.30 13.08 Exercised (30,163) 7.60 5.79 Forfeited (1,174,165) 26.43 20.60 Outstanding, December 31, 2022 2,147,141 19.02 14.03 6.29 1,460 1,078 Granted — — — Expired (29,158) 18.29 13.55 Exercised (339,230) 11.31 8.44 Forfeited (289,275) 25.20 18.76 Outstanding, December 31, 2023 1,489,478 19.59 14.39 5.50 2,987 2,255 December 31, 2023 Exercisable 1,286,234 20.46 15.45 4.77 1,814 1,369 Vested and expected to vest 1,463,464 19.70 14.87 5.46 2,867 2,165 The following table summarizes the Company’s stock options granted in U.S. dollars under the New Plan and the Inducement Plan: Number Weighted- Weighted- Aggregate Outstanding, December 31, 2021 4,916,914 26.59 7.93 5,555 Granted 2,996,898 8.32 Expired — — Exercised (9,057) 7.17 Forfeited (2,339,610) 25.84 Outstanding, December 31, 2022 5,565,145 17.10 7.86 1,928 Granted 2,691,325 8.25 Expired — — Exercised (302,052) 7.39 Forfeited (1,885,176) 19.39 Outstanding, December 31, 2023 6,069,242 12.97 7.67 9,213 December 31, 2023 Exercisable 2,925,788 17.09 6.23 2,377 Vested and expected to vest 5,720,112 13.24 7.49 8,451 During the year ended December 31, 2023, the Company received cash proceeds of $5,006 (2022: $255 and 2021: $6,428) from stock options exercised. The stock options outstanding at December 31, 2023 expire at various dates from January 1, 2024 to December 10, 2033. A summary of the non-vested stock option activity and related information of the Company’s stock options granted in Canadian dollars is as follows: Number of Weighted-average grant Weighted- Non-vested, December 31, 2022 772,540 11.40 8.41 Options granted — — — Options vested (362,479) 11.61 8.76 Options forfeited and cancelled (130,306) 12.51 9.44 Non-vested, December 31, 2023 279,755 10.65 8.04 A summary of the non-vested stock option activity and related information of the Company’s stock options granted in U.S. dollars is as follows: Number of Weighted- Non-vested, December 31, 2022 3,011,283 9.41 Options granted 2,691,325 5.23 Options vested (1,507,708) 8.89 Options forfeited and cancelled (1,057,317) 9.83 Non-vested, December 31, 2023 3,137,583 5.93 The estimated fair values of options granted to officers, directors, employees and consultants are amortized over the relevant vesting periods. Stock-based compensation expense for equity classified instruments, as well as the financial statement impact of the amortization and periodic revaluation of liability classified instruments (note 2), are recorded in research and development expense, general and administration expense and finance expense as follows: Year Ended December 31, 2023 2022 2021 Research and development expense: Stock-based compensation expense for equity classified instruments $ 2,112 $ 3,174 $ 20,090 Change in fair value of liability classified instruments 292 (781) (4,646) $ 2,404 $ 2,393 $ 15,444 General and administrative expense: Stock-based compensation expense for equity classified instruments $ 6,621 $ 4,102 $ 18,184 Change in fair value of liability classified instruments (1,305) (2,893) (23,758) $ 5,316 $ 1,209 $ (5,574) Finance income: Change in fair value of liability classified instruments (5) (11) (129) $ (5) $ (11) $ (129) Amounts for equity classified instruments above include stock-based compensation expense relating to RSUs of $3,369 for the year ended December 31, 2023 (2022: $913 and 2020: $3,101). For the year ended December 31, 2023, stock-based compensation expense of $8,196 was recorded in additional paid-in capital and recovery of $630 was recorded in the liability classified stock options and ESPP liability accounts (2022: $9,516 in additional paid-in capital and recovery of $3,261 in liability classified stock options and ESPP liability accounts, 2021: $38,275 in additional paid-in capital and recovery of $27,517 in liability classified stock options and ESPP liability accounts). The estimated fair value of stock options granted under the New Plan was determined using the Black-Scholes option pricing model with the following weighted-average assumptions: Year ended December 31, 2023 2022 2021 Dividend yield 0 % 0 % 0 % Expected volatility 68.1 % 77.2 % 80.3 % Risk-free interest rate 3.94 % 2.12 % 1.02 % Expected average life of options 5.89 years 5.93 years 6.05 years Expected Volatility — Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company has calculated the expected volatility using the volatility of its own stock and that of several public entities of similar complexity and stage of development and calculates historical volatility using the volatility of these companies. Risk-Free Interest Rate — This rate is from the Government of Canada and U.S. Federal Reserve marketable bonds for the month prior to each option grant during the year, having a term that most closely resembles the expected life of the option. Expected Term — This is the period of time that the options granted are expected to remain unexercised. Options granted have a maximum term of ten years. The Company uses the simplified method to calculate the average expected term, which represents the average of the vesting period and the contractual term. The weighted-average Black-Scholes option pricing assumptions for liability classified stock options outstanding at December 31, 2023 and 2022 are as follows: December 31, December 31, Dividend yield 0 % 0 % Expected volatility 50.6 % 78.6 % Risk-free interest rate 3.80 % 4.00 % Expected average option term 0.91 years 1.90 years Number of liability classified stock options outstanding 442,198 721,985 The total intrinsic value of stock options exercised during the years ended December 31, 2023, 2022 and 2021 was $758, $53 and $10,998 respectively. At December 31, 2023, the unamortized compensation expense related to unvested options was $8,424. The remaining unamortized compensation expense as of December 31, 2023 will be recognized over a weighted-average period of 1.6 years. f. Employee Stock Purchase Plan ("ESPP") The ESPP, as amended, allows eligible employees to acquire common shares at a discounted purchase price of the lesser of (i) 85% of the market price of a common share on the first day of the applicable purchase period and (ii) 85% of the market price of a common share on the purchase date. The ESPP qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code for employees who are United States taxpayers. As this plan is considered compensatory, the Company recognizes compensation expense on these awards based on their estimated grant date fair value using the Black-Scholes option pricing model. The Company recognizes compensation expense in the consolidated statements of (loss) income and comprehensive (loss) income on a straight-line basis over the requisite service period. For the year ended December 31, 2023, the Company recorded compensation expense of $387 (2022: $424, 2020: 803) in research and development expense and general and administrative expense accounts. As of December 31, 2023, the total amount contributed by ESPP participants and not yet settled is $384 (December 31, 2022: $287). |