Shareholders' 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. 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, ther e were 61,699,387 Zymeworks BC 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 September 30, 2024, there were 570,637 Exchangeable Shares held by former Zymeworks BC shareholders (December 31, 2023: 651,219). The Company will issue shares of its common stock as consideration when a holder of Exchangeable Shares calls for Exchangeable Shares to be retrac ted 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 similar in substance to the Company’s common stock . c. Stock Repurchase Program On August 1, 2024, the board of directors of the Company authorized a stock repurchase program (the “Repurchase Program”), whereby the Company may repurchase up to $60,000 of the Company’s outstanding common stock, par value $0.00001 per share. As part of the Repurchase Program, the Company adopted an accounting policy whereby the par value of each share is deducted from common stock and the remainder of the repurchase price is debited to accumulated deficit. During the three months ended September 30, 2024, the Company repurchased 1,818,530 shares of its common stock for a cost of $20,587, incurred an obligation to purchase common stock for a cost of $500 which had not been settled by September 30, 2024 and incurred commission expense of $37, under the Repurchase Program, which have been recorded against accumulated deficit. The Company’s share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act of $84. During the three months ended September 30, 2024, the Company retired all 1,818,530 shares repurchased. These shares were returned to the status of authorized and unissued shares. The following table presents the Company’s Repurchase Program activity: Total number of shares purchased Average price paid per share Approximate value of shares purchased Three Months Ended September 30, 2024 1,818,530 $ 11.32 $ 20,587 As of October 31, 2024 the Company has completed the initial $30,000 of the Repurchase Program for 2,545,402 shares of its common stock at an average price per share of $11.79 (exclusive of commission expen se and estimated excise tax). d. Pre-Funded Common Share Warrants In connection with the public offerings completed on June 24, 2019, January 27, 2020, January 31, 2022 and private placement completed on December 28, 2023 (note 8a), 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 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 September 30, 2024, there were 5,086,521 pre-funded warrants outstanding (December 31, 2023: 5,086,521). e. Stock-Based Compensation As of September 30, 2024, 5,516,837 shares of common stock were available for future award grants under the New Plan (December 31, 2023: 4,594,639 shares of common stock). On January 5, 2022, the 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. On July 19, 2024, the board of directors approved an amendment and restatement of the Inducement Plan, which increased the number of shares of the Company’s common stock available for future issuance pursuant to equity awards granted under the Inducement Plan by 700,000 shares. As a result of this increase, a total of 1,450,000 shares will have been available for issuance pursuant to equity awards granted under the Inducement Plan since the inception of the Inducement Plan in January 2022. As of September 30, 2024, 390,000 shares of common stock were available for future award grants under this plan (December 31, 2023: 50,000). RSUs The following table summarizes the Company’s RSU activity under the New Plan since December 31, 2023: Number of RSUs Weighted- Outstanding, December 31, 2023 771,413 8.63 Granted 957,750 10.56 Vested and settled (225,004) 8.76 Forfeited (167,887) 10.98 Outstanding, September 30, 2024 1,336,272 9.70 As of September 30, 2024, there was $4,984 of unamortized RSU expense that will be recognized over a weighted average period of 1.38 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, 2023 1,489,478 19.59 14.39 5.50 2,987 2,255 Granted — — — Exercised (174,613) 10.98 8.11 Forfeited (173,908) 24.76 18.15 Outstanding, September 30, 2024 1,140,957 20.12 14.78 4.91 4,251 3,143 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, 2023 6,069,242 12.97 7.67 9,213 Granted 2,647,075 10.63 Exercised (678,984) 9.70 Forfeited (1,020,571) 17.18 Outstanding, September 30, 2024 7,016,762 11.80 8.10 19,081 During the nine months ended September 30, 2024, the Company received cash proceeds of $8,072 from stock options exercised. The stock options outstanding at September 30, 2024 expire at various dates from January 1, 2025 to September 9, 2034. 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, RSUs, as well as the financial statement impact of the amortization and periodic revaluation of liability classified instruments, are recorded in research and development expense and general and administration expense as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Research and development expense $ 2,171 $ 1,317 $ 6,477 $ 677 General and administrative expense 2,381 647 6,022 3,790 The amounts above include stock-based compensation expense relating to RSUs of $1,602 and $4,260 for the three and nine months ended September 30, 2024 (2023: $795 and $2,538). 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: Nine Months Ended September 30, 2024 2023 Dividend yield 0 % 0 % Expected volatility 64.7 % 68.9 % Risk-free interest rate 4.03 % 3.86 % Expected average life of options 6.04 years 5.92 years The weighted-average Black-Scholes option pricing assumptions for liability classified stock options outstanding at September 30, 2024 and 2023 are as follows: September 30, September 30, Dividend yield 0 % 0 % Expected volatility 41.7 % 72.6 % Risk-free interest rate 2.90 % 4.80 % Expected average option term 0.97 years 1.52 years Number of liability classified stock options outstanding 295,794 503,166 At September 30, 2024, the unamortized compensation expense related to unvested options was $12,030. The remaining unamortized compensation expense as of September 30, 2024 will be recognized over a weighted-average period of 1.73 years. |