ITEM 7.01 REGULATION FD DISCLOSURE

On January 26, 2022, Zymeworks Inc. ("Zymeworks" or the "Company") issued a press release announcing the filing of a preliminary prospectus supplement in connection with its underwritten public offering of the Company's common shares and, in lieu of common shares to certain investors, pre-funded warrants to purchase common shares (the "Offering"), which was filed with the Canadian securities regulatory authorities in Canada on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com (the "Launch Press Release"). Additionally, on January 26, 2022, Zymeworks issued a press release announcing the pricing of the Offering, which was filed with the Canadian securities regulatory authorities in Canada on SEDAR (the "Pricing Press Release"). On January 27, 2022, copies of the Launch Press Release and the Pricing Press Release were furnished to the Securities Exchange Commission (the "SEC") on a Form 8-K.

Subsequently, on January 31, 2022, Zymeworks issued a press release announcing the closing of the Offering and the exercise in full of the underwriters' option to purchase 1,875,000 additional common shares, which was filed with the Canadian securities regulatory authorities in Canada on SEDAR (the "Closing Press Release"). A copy of the Closing Press Release is attached as Exhibit 99.1 hereto.

The information provided under this Item (including Exhibit 99.1, attached hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 8.01 OTHER EVENTS

On January 31, 2022, Zymeworks filed a material change report regarding the launch, pricing and closing of the Offering, as described in the Launch Press Release, the Pricing Press Release and the Closing Press Release, with the Canadian securities regulatory authorities. A copy of this material change report is attached as Exhibit 99.2 hereto.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS




(d) Exhibits



Exhibit
  No.     Description

99.1        Press Release issued by Zymeworks Inc. on January 31, 2022

99.2        Material Change Report dated January 31, 2022

104       Cover Page Interactive Data File (embedded as Inline XBRL document)

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