On October 21, 2022 Zymeworks reported that it entered into the Sales Agreement, dated as of October 21, 2022, with Jefferies. The Sales Agreement provides for the offer and sale of Zymeworks’ common stock from time to time through Jefferies as its sales agent, subject to the maximum aggregate dollar amount registered pursuant to the applicable prospectus supplement. Sales of shares of common stock through Jefferies, if any, will be made by any method permitted by law deemed to be an "at-the-market" offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including without limitation sales made directly on the New York Stock Exchange or any other existing trading market for the shares of common stock (Filing, 8-K, Zymeworks, OCT 21, 2022, View Source [SID1234622261]). Zymeworks will pay Jefferies a commission of up to 3.0% of the gross sales proceeds of any shares of common stock sold through Jefferies under the Sales Agreement. Zymeworks has also provided Jefferies with customary indemnification and contribution rights.
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In accordance with the Sales Agreement, Jefferies will use commercially reasonable efforts to sell Zymeworks’ common stock from time to time, based upon instructions from Zymeworks (including any price, time or size limits or other customary parameters or conditions the Company may impose). Zymeworks is not obligated to make any sales of its common stock under the Sales Agreement. The Sales Agreement may be terminated by Zymeworks or Jefferies upon the written notice to the other party in accordance with the terms of the Sales Agreement. The offering of the shares of common stock pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement in accordance with its terms.
The shares of common stock are being offered and sold pursuant to the Registration Statement on Form S-3ASR (File No. 333-259970) ("Registration Statement"), including the prospectus, dated October 1, 2021, filed by the Company and the prospectus supplement, dated October 21, 2022, filed by Zymeworks. The Registration Statement was adopted by Zymeworks pursuant to Rule 414 under the Securities Act of 1933, as amended.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference. The Sales Agreement is also incorporated by reference into the Registration Statement.
A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the legality of the shares of common stock issuable under the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is also incorporated by reference into the Registration Statement.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.