Form 4: EcoR1 Capital and Director Oleg Nodelman Boost Zymeworks Inc. Stake Through Warrant Exercise

EcoR1 Capital, LLC and its affiliates, including director Oleg Nodelman, have significantly increased their beneficial ownership in Zymeworks Inc. by exercising pre-funded warrants.

Summary

• EcoR1 Capital, LLC, Oleg Nodelman, and EcoR1 Capital Fund Qualified, L.P. (the "reporting persons") exercised pre-funded warrants to acquire Zymeworks Inc. common stock.
• On June 26, 2025, the reporting persons exercised 5,086,521 pre-funded warrants at an exercise price of $0.0001 per share.
• The exercise was conducted on a cashless basis, resulting in Zymeworks Inc. withholding 41 shares (including 38 shares issuable to Qualified Fund) to cover the exercise price.
• Consequently, 5,086,480 shares of Zymeworks Inc. Common Stock were issued to the reporting persons.
• Following these transactions, EcoR1 Capital Fund Qualified, L.P. held 21,582,563 shares of Zymeworks Inc. Common Stock.
• The total indirect beneficial ownership of the reporting persons after these transactions is 22,970,388 shares.
• The pre-funded warrants exercised did not have an expiration date.

Sentiment

Score: 8

Explanation: The exercise of pre-funded warrants by a significant institutional investor and director, EcoR1 Capital and Oleg Nodelman, indicates strong confidence in Zymeworks Inc. and aligns their interests with long-term shareholder value. This is generally viewed positively by the market.

Positives

• Significant increase in beneficial ownership by a major institutional investor (EcoR1 Capital) and its principals, indicating strong confidence in Zymeworks Inc.
• The exercise of pre-funded warrants at a nominal price ($0.0001) suggests a favorable prior investment structure for the reporting persons.
• The reporting persons, including Oleg Nodelman and Scott Platshon, hold director positions, aligning their interests with long-term shareholder value.

Negatives

• The cashless exercise mechanism resulted in a small number of shares (41) being withheld by the issuer, which slightly reduces the total shares received compared to a full cash exercise.

Future Outlook

NA

Management Comments

• "The filers are filing this Form 4 jointly, but not as a group, and each expressly disclaims membership in a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934."
• "The Funds hold these securities directly for the benefit of their investors. EcoR1 may be deemed to indirectly beneficially own them as the investment adviser to the Funds. Mr. Nodelman may be deemed to indirectly beneficially own them as the control person of EcoR1. The filers disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein."
• "Mr. Nodelman is a director of the Issuer. Scott Platshon, an employee of EcoR1, also serves as a director of the Issuer and was nominated for the board by EcoR1 and the Funds."

Industry Context

This insider transaction reflects a significant institutional investor's increased commitment to Zymeworks Inc., a biotechnology company, which can be viewed as a positive signal within the broader biotech and pharmaceutical investment landscape.

Related Party Transactions

• Exercise of pre-funded warrants by EcoR1 Capital, LLC and Oleg Nodelman, who are both 10% owners and directors of Zymeworks Inc., resulting in the acquisition of 5,086,480 common shares.

Stakeholder Impact

• Shareholders: Increased alignment with a major institutional investor and director, potentially signaling confidence in the company's future.
• Company: Conversion of warrants into common stock increases the outstanding share count, but also strengthens the capital base by converting potential future dilution into current equity.

Key Dates

Recommendation

Keywords

Zymeworks Inc., ZYME, EcoR1 Capital, Oleg Nodelman, SEC Form 4, beneficial ownership, warrant exercise, pre-funded warrants, common stock, institutional investor, director, 10% owner