SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549_________________________ FORM 10-K_________________________ ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2024or For the transition period from ___________to ___________Commission file number: 001-41535_________________________ ZYMEWORKS INC. (Exact name of registrant as specified in its charter)_________________________ 88-3099146 Delaware (I.R.S. EmployerIdentification Number) (State or other jurisdiction ofincorporation or organization) 108 Patriot Drive — Suite AMiddletown, Delaware 19709(Address of principal executive offices, including zip code)Registrant’s telephone number, including area code: (302) 274-8744Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $0.00001 par value per shareZYMEThe Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None_________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes_No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No_ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes_No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files). Yes_No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.☐ Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Actof 1934). Yes☐No☒ The aggregate market value of the voting and non-voting common shares held by non-affiliates of the registrant, based onthe closing sale price of the registrant’s common shares on the last business day of its most recently completed second fiscalquarter, as reported on the Nasdaq Stock Market LLC, was approximately $488.1 million. The number of outstanding shares of common stock of the registrant, $0.00001 par value per share, as of March 3, 2025was 69,576,883. DOCUMENTS INCORPORATED BY REFERENCE ZYMEWORKS INC. FORM 10-K For the Fiscal Year Ended December 31, 2024Table of ContentsPART I7Item 1.Business7Item 1A.Risk Factors30Item 1B.Unresolved Staff Comments77Item 1C.Cybersecurity77Item 2.Properties78Item 3.Legal Proceedings79Item 4.Mine Safety Disclosures79PART II80Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities80Item 6.Reserved81Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operation82Item 7A.Quantitative and Qualitative Disclosure About Market Risk93Item 8.Financial Statements and Supplementary Data94Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure135Item 9A.Controls and Procedures135Item 9B.Other Information135Item 9C.Disclosure Rega