UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Introductory Note
On September 23, 2026, Zymeworks Inc., a Delaware corporation (the “Zymeworks”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the completion of Zymeworks’ acquisition contemplated pursuant to the terms and conditions of the Agreement and Plan of Merger, dated June 28, 2026 (the “Merger Agreement”), by and among Zymeworks, Theravance Biopharma, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Theravance”) and Zymeworks Merger Sub 1, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly owned subsidiary of Zymeworks (“Merger Sub”), pursuant to which Merger Sub merged with and into Theravance (the “Merger”), with Theravance surviving the Merger as a wholly owned subsidiary of Zymeworks.
This Current Report on Form 8-K/A (this “Amendment”) amends the Original Form 8-K to provide the historical financial statements and pro forma financial information required by Item 9.01 of Form 8-K, which were omitted from the Original Form 8-K as permitted by paragraphs (a)(3) and (b)(2) of Item 9.01 of Form 8-K.
The presentation of the Target Financial Statements (as defined below), including the level of detail provided therein, is not necessarily indicative of how Zymeworks intends to present its financial results in the future. The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. Such pro forma financial information does not purport to represent the actual results of operations that Zymeworks would have achieved had it completed the Merger prior to the periods presented in the pro forma financial information, and it is not intended as a projection of the future results of operations that Zymeworks may achieve after the Merger. No other amendments are being made to the Original Form 8-K by this Amendment. This Amendment should be read in conjunction with the Original Form 8-K, which provides a more complete description of the Merger.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial statements of businesses or funds acquired.
The (i) audited financial statements of Theravance and accompanying notes related thereto as of and for the years ended December 31, 2025 and December 31, 2024 are filed herewith as Exhibit 99.1 and are incorporated by reference herein and the (ii) unaudited financial statements of Theravance for the six month periods ended June 30, 2026 and 2025 are filed herewith as Exhibit 99.2 and are incorporated by reference herein (together, the “Target Financial Statements”).
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information for the fiscal year ended December 31, 2025 and the nine months ended September 30, 2026 and the accompanying notes related thereto are filed herewith as Exhibit 99.3 and are incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Zymeworks Inc. | ||||||
| (registrant) | ||||||
| Date: November 9, 2026 |
By: |
/s/ Kenneth Galbraith | ||||
| Name: |
Kenneth Galbraith | |||||
| Title: |
Chair, President and Chief Executive Officer | |||||
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