Skip to main content

Zymeworks Inc.

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

ZYME$30.81+4.0%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Notes to the Interim Condensed Consolidated Financial Statements

(Expressed in thousands of U.S. dollars except share and per share data)

  1. Nature of Operations

Zymeworks Inc. together with its subsidiaries (collectively the “Company” or “Zymeworks”) is a clinical-stage biopharmaceutical company dedicated to the development of next-generation multifunctional biotherapeutics. Zymeworks BC Inc. (“Zymeworks BC”, formerly known as Zymeworks Inc.) was incorporated on September 8, 2003 under the laws of the Canada Business Corporations Act. On October 22, 2003, the Company was registered as an extra-provincial company under the Company Act (British Columbia). On May 2, 2017, the Company continued under the Business Corporations Act (British Columbia).

Since its inception, the Company has devoted substantially all of its resources to research and development activities, including developing its therapeutic platforms and identifying and developing potential product candidates by undertaking preclinical studies and clinical trials. The Company supports these activities through general and administrative support, as well as by raising capital, conducting business planning and protecting its intellectual property.

On October 13, 2022, the Company completed an internal reorganization transaction resulting in a Delaware incorporated entity becoming the listed company (the “Redomicile Transactions”). Prior to the Redomicile Transactions, the shares of Zymeworks BC (formerly known as Zymeworks Inc.) were publicly listed. Unless the context otherwise requires or otherwise expressly states, all references in the accompanying interim condensed consolidated financial statements to “Zymeworks,” the “Company,” “we,” “us” and “our” (i) for periods until completion of the Redomicile Transactions, refer to Zymeworks BC and its subsidiaries and (ii) for periods after completion of the Redomicile Transactions, refer to Zymeworks Inc. (formerly known as Zymeworks Delaware Inc.) and its subsidiaries.

To effect the Redomicile Transactions, the Company conducted a share exchange, pursuant to which holders of the Company’s common shares exchanged their common shares in the Company for shares of common stock of Zymeworks Inc. (formerly known as Zymeworks Delaware Inc.) or, at their election with respect to all or a portion of their common shares in the Company and subject to applicable eligibility criteria and an overall cap, exchangeable shares (the “Exchangeable Shares”) in the capital of a newly formed indirect subsidiary of Zymeworks Inc. A special meeting of Company security holders was held on October 7, 2022 to approve the Redomicile Transactions. The Redomicile Transactions were governed by a transaction agreement dated July 14, 2022, as restated and amended on August 18, 2022 (the “Restated and Amended Transaction Agreement”), by and among the Company and its direct or indirect subsidiaries Zymeworks Inc., Zymeworks CallCo ULC (“CallCo”) and Zymeworks ExchangeCo Ltd., (“ExchangeCo”) including a plan of arrangement included as Exhibit A to the Restated and Amended Transaction Agreement (the “Plan of Arrangement”).

  1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these financial statements do not include all the information and footnotes required for complete financial statements and should be read in conjunction with the audited consolidated financial statements of the Company and the accompanying notes thereto for the year ended December 31, 2024.

These unaudited interim condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods presented. The results of operations for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of results that can be expected for a full year. These unaudited interim condensed consolidated financial statements follow the same significant accounting policies as those described in the notes to the audited consolidated financial statements of the Company for the year ended December 31, 2024.

All amounts expressed in the interim condensed consolidated financial statements of the Company and the accompanying notes thereto are expressed in thousands of U.S. dollars, except for share and per share data and where otherwise indicated. References to “$” are to U.S. dollars and references to “C$” are to Canadian dollars.

Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.

Use of Estimates

The preparation of interim condensed consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates and judgments in certain circumstances that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, most notably those related to revenue recognition including estimated timing of completion of performance obligations required to meet revenue recognition criteria, accrual of expenses including clinical and preclinical study expense accruals, stock-based compensation, valuation allowance for deferred taxes, measurement of contingent consideration liabilities, and other contingencies. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from these estimates.

  1. Recent Accounting Pronouncements

Recent accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. However, these disclosures are not required for interim periods. The standard is to be applied on a prospective basis, with the option for retrospective application. The Company is currently evaluating the impact of adoption of the standard on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting – Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation and amortization) included within income statement expense captions. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard updates are to be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact of adoption of the standard update on its consolidated financial statements.

  1. Net Loss Per Share

Net loss per share for the three and nine months ended September 30, 2025 and 2024 was as follows:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2025202420252024
Numerator:
Net loss attributable to common stockholders:
Basic$(19,602)$(29,850)$(39,921)$(99,189)
Adjustment for change in fair value of liability classified stock options(168)(56)(345)(198)
Diluted$(19,770)$(29,906)$(40,266)$(99,387)
Denominator:
Weighted-average common stock outstanding:
Basic75,767,77876,128,53175,427,50876,244,893
Adjustment for dilutive effect of equity classified stock options and RSUs————
Adjustment for dilutive effect of liability classified stock options7,43628,5706,97921,284
Diluted75,775,21476,157,10175,434,48776,266,177
Net loss per common share – basic$(0.26)$(0.39)$(0.53)$(1.30)
Net loss per common share – diluted$(0.26)$(0.39)$(0.53)$(1.30)

Weighted average number of shares of common stock used in the basic and diluted earnings per share calculations include (i) Exchangeable Shares for all the periods presented and (ii) for the three and nine month periods ended September 30, 2024, the pre-funded warrants issued in connection with the Company’s December 2023 private placement as the warrants were exercisable at any time for nominal cash consideration until their exercise on June 25, 2025 (note 8c). The Company’s potentially dilutive securities, which include stock options and RSUs, have been excluded from the computation of diluted net loss per share for the three and nine months ended September 30, 2025 and three and nine months ended September 30, 2024 as the effect would be to reduce the net loss per share.

  1. Cash, Cash Equivalents and Marketable Securities

The following table summarizes the Company’s marketable securities as of September 30, 2025:

September 30, 2025
Amortized CostUnrealized GainFair Value
Short-term marketable securities:
Contractual maturity of one year or less:
Guaranteed investment certificates (“GICs”) and mutual funds$25,705$—$25,705
U.S. Treasury notes85,8026685,868
Corporate debt securities75,42510175,526
186,932167187,099
Long-term marketable securities:
Contractual maturity of one to three years:
Corporate debt securities46,98544247,427
46,98544247,427
$233,917$609$234,526

The following table summarizes the Company’s marketable securities as of December 31, 2024:

December 31, 2024
Amortized CostUnrealized Gain (Loss)Fair Value
Short-term marketable securities:
Contractual maturity of one year or less:
GICs and mutual funds$37,166$—$37,166
U.S. Treasury notes71,5007271,572
Corporate debt securities50,993(58)50,935
159,65914159,673
Long-term marketable securities:
Contractual maturity of one to three years:
U.S. Treasury notes14,979214,981
Corporate debt securities65,461(153)65,308
Contractual maturity of three to four years:
Corporate debt securities18,295(156)18,139
98,735(307)98,428
$258,394$(293)$258,101

The following tables present information about the Company’s cash, cash equivalents and marketable securities that are measured at fair value on a recurring basis, and indicate the fair value hierarchy of the valuation techniques used to determine such fair value:

September 30,2025December 31,2024
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Cash and cash equivalents:
Cash$41,336$34,620
Cash equivalents:
Money market funds and mutual funds$23,498$—$—$23,498$16,398$—$—$16,398
GICs————15,085——15,085
$23,498$—$—$64,834$31,483$—$—$66,103
Marketable securities:
GICs and mutual funds$25,705$—$—$25,705$37,166$—$—$37,166
U.S. Treasury notes85,868——85,86886,553——86,553
Corporate debt securities—122,953—122,953—134,382—134,382
$111,573$122,953$—$234,526$123,719$134,382$—$258,101
$135,071$122,953$—$299,360$155,202$134,382$—$324,204
  1. IPR&D and Goodwill

Acquired IPR&D

In-process research and development assets (“IPR&D”) acquired in the 2016 Kairos Therapeutics Inc. (“Kairos”) business combination were classified as indefinite-lived intangible assets and were not amortized until their classification as definite-lived assets. During the nine months ended September 30, 2024, the Company determined that the fair value of IPR&D, which was estimated using an income approach, was less than its carrying value. Accordingly, the Company recorded an impairment charge of $17,287 during the nine months ended September 30, 2024. The impairment was a result of the Company's decision to discontinue the zanidatamab zovodotin clinical development program which utilized the acquired technology represented by the IPR&D assets. As of July 1, 2024, the Company classified the remaining assets as definite-lived and commenced amortization, which was fully amortized as of December 31, 2024.

Goodwill

The Company performed its most recent annual impairment test of goodwill as of December 31, 2024. As part of the evaluation of the recoverability of goodwill, the Company identified onlyone reporting unit to which the total carrying amount of goodwill has been assigned. As at December 31, 2024, the Company performed a qualitative assessment for its annual impairment test of goodwill after concluding that it was not more likely than not that the fair value of the reporting unit was less than its carrying value. Consequently, a quantitative impairment test was not required. The Company concluded that there wereno impairment indicators related to goodwill as of September 30, 2025.

  1. Liabilities

Accounts payable and accrued liabilities consisted of the following:

September 30,2025December 31,2024
Trade payables$1,305$3,903
Accrued research and development expenses24,86443,114
Goods and services tax payable—1,250
Employee compensation and related accruals4,5286,222
Fair value of liability classified stock options4151,264
Accrued legal, professional fees and other3,3184,085
$34,430$59,838

Other long-term liabilities consisted of the following:

September 30,2025December 31,2024
Liability from in-licensing agreements$278$447
Finance lease liability (note 11)—28
Other—448
$278$923
  1. Stockholders’ Equity

a. Authorized Share Capital and Preferred Stock

The Company’s authorized share capital consists of 1,000,000,000 shares of stock, consisting of (i)900,000,000 shares of common stock, par value $0.00001 per share, and (ii)100,000,000 shares of preferred stock, par value $0.00001 per share.

In connection with the Plan of Arrangement, the Company issued to Computershare Trust Company of Canada, a trust company existing under the laws of Canada (the “Share Trustee”), one share of the Company’s preferred stock, par value $0.00001 per share, which has certain variable voting rights in proportion to the number of Exchangeable Shares outstanding (the “Special Voting Preferred Stock”), enabling the Share Trustee to exercise voting rights for the benefit of the Exchangeable Shareholders.

Immediately prior to the completion of the Redomicile Transactions, there were 61,699,387 Zymeworks BC common shares issued and outstanding. In connection with the consummation of the Plan of Arrangement,60,274,854 shares of Common Stock and 1,424,533 Exchangeable Shares were issued to former Zymeworks BC shareholders. As of September 30, 2025, there were 569,189 Exchangeable Shares held by former Zymeworks BC shareholders (December 31, 2024:570,637). The Company will issue shares of its common stock as consideration when a holder of Exchangeable Shares calls for Exchangeable Shares to be retracted by ExchangeCo, when ExchangeCo redeems Exchangeable Shares from the holder, or when CallCo purchases Exchangeable Shares from the Exchangeable Shareholder under CallCo’s overriding call rights. These Exchangeable Shares and the Special Voting Preferred Stock, when taken together, are similar in substance to the Company’s common stock and are treated as such in calculation of basic net loss per share.

b. Stock Repurchase Program

On August 1, 2024, the board of directors of the Company authorized a stock repurchase program (the “Repurchase Program”), whereby the Company may repurchase up to $60,000 of the Company’s outstanding common stock, par value $0.00001 per share. As part of the Repurchase Program, the Company adopted an accounting policy whereby the par value of each share is deducted from common stock and the remainder of the repurchase price is debited to accumulated deficit.

During the three months ended September 30, 2025, the Company repurchased 1,028,333 shares of its common stock for a cost of $15,691, incurred an obligation to purchase common stock for a cost of $504 which had not been settled by September 30, 2025, and incurred commission expense of $21, under the Repurchase Program, which have been recorded against accumulated deficit. During the year ended December 31, 2024, the Company repurchased 2,545,402 shares of its common stock for a cost of $30,000, and incurred commission expense of $51. The Company’s share repurchases in excess of issuances may be subject to a 1% excise tax enacted by the Inflation Reduction Act which is estimated asnil during the three months ended September 30, 2025 (during the year ended December 31, 2024: $152). During the three months ended September 30, 2025, the Company retired all 1,028,333 shares repurchased (during the year ended December 31, 2024, the Company retired all 2,545,402 shares repurchased). These shares were returned to the status of authorized and unissued shares.

The following table presents the Company’s Repurchase Program activity:

Total number of shares purchasedAverage price paid per shareApproximate value of shares purchased
Three Months Ended September 30, 20251,028,333$15.26$15,691
Year Ended December 31, 20242,545,402$11.79$30,000

c. Common Stock Transactions

In connection with the private placement completed on December 28, 2023, the Company issued a total of 5,086,521 pre-funded warrants which granted EcoR1 Capital Fund, L.P. and EcoR1 Capital Fund Qualified, L.P. (together “EcoR1”), the holders of the warrants, the right to purchase up to 5,086,521 shares of common stock of the Company, at an exercise price of $0.0001 per share.

On June 26, 2025, the pre-funded warrants were net exercised in full by EcoR1, which is a related party due to its beneficial ownership of the Company’s outstanding shares of common stock, and as of September 30, 2025 there wereno pre-funded warrants outstanding (December 31, 2024:5,086,521). As the pre-funded warrants meet the condition for equity classification, proceeds from issuance of the pre-funded warrants, net of any transaction costs, were recorded in additional paid-in capital. Upon exercise of the pre-funded warrants, the historical costs recorded in additional paid-in capital along with exercise price collected from holders were recorded in common shares. As the amounts required to exercise the warrants were nominal, these instruments were considered in the calculation of basic net loss per share.

On August 10, 2025, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) for a private placement with Mr. Gregory Ciongoli following his appointment as a director of the Company. Pursuant to the Stock Purchase Agreement, Mr. Ciongoli agreed to purchase 415,000 shares of common stock, $0.00001 par value per share, of the Company for an aggregate purchase price of $4,988.

d. Stock-Based Compensation

In connection with Redomicile Transactions in 2022, Zymeworks BC assigned to the Company, and the Company assumed, all of Zymeworks BC’s rights and obligations under each of the stock-based compensation plans, as described below, and such plans became the Company’s stock-based compensation plans, with each outstanding award assumed by the Company and deemed exchanged for equivalent awards of the Company, except that the security issuable upon exercise or settlement, as applicable, will be shares of common stock of the Company rather than common shares of Zymeworks BC.

Original Stock Option Plan

On July 14, 2006, the shareholders of the Company approved an employee stock option plan (the “Original Plan”). The total number of options outstanding is not to exceed 20% of the issued common shares of the Company. Options granted under the Original Plan are exercisable at various dates over their 10-year life. The exercise prices of the Company’s stock options under the Original Plan are denominated in Canadian dollars. Upon the effectiveness of the Company’s New Plan described below, no further options were issuable under the Original Plan. However, all outstanding options granted under the Original Plan remain outstanding, subject to the terms of the Original Plan and the applicable grant documents, until such outstanding options are exercised or they terminate or expire by their terms.

New Plan and Inducement Plan

On April 10, 2017, the Company’s shareholders approved a new stock option plan, which became effective immediately prior to the consummation of the Company’s initial public offering (“IPO”). This plan allows for the grant of options and also permitted the Company to grant incentive stock options (“ISOs”), within the meaning of Section 422 of the Internal Revenue Code, to its employees, until the shares reserved for issuance of ISOs were depleted. On June 7, 2018, the Company’s shareholders approved an amendment and restatement of this plan (this plan, as amended and restated, the “New Plan”), which includes an article that allows the Company to grant restricted shares, RSU and other share-based awards, in addition to stock options. As of September 30, 2025,5,634,658 shares of common stock were available for future award grants under the New Plan (December 31, 2024:5,196,630 shares of common stock).

On January 5, 2022, the board of directors approved the Zymeworks Inc. Inducement Stock Option and Equity Compensation Plan (the “Inducement Plan”) and reserved 750,000 of the Company’s common shares for issuance pursuant to equity awards granted thereunder. On July 19, 2024, the board of directors approved an amendment and restatement of the Inducement Plan, which increased the number of shares of the Company’s common stock available for future issuance pursuant to equity awards granted under the Inducement Plan by 700,000 shares. As a result of this increase, a total of 1,450,000 shares will have been available for issuance pursuant to equity awards granted under the Inducement Plan since the inception of the Inducement Plan in January 2022. As of September 30, 2025,390,000 shares of common stock were available for future award grants under this plan (December 31, 2024:390,000).

RSUs

The following table summarizes the Company’s RSU activity under the New Plan since December 31, 2024:

Number of RSUsWeighted-average grantdate fair value($)
Outstanding, December 31, 20241,293,9709.69
Granted1,176,47513.22
Vested and settled(460,620)9.53
Forfeited, expired(172,995)11.61
Outstanding, September 30, 20251,836,83011.81

As of September 30, 2025, there was $7,107 of unamortized RSU expense that will be recognized over a weighted average period of 1.33 years.

Stock Options

The following table summarizes the Company’s stock options granted in Canadian dollars under the Original Plan and the New Plan:

Numberof OptionsWeighted-AverageExercise Price(C$)Weighted-AverageExercise Price($)Weighted-AverageContractualTerm(years)Aggregateintrinsic value(C$)Aggregateintrinsic value($)
Outstanding, December 31, 20241,082,83520.3614.154.736,4854,509
Granted———
Exercised(285,036)12.769.24
Forfeited, expired(58,146)26.8119.40
Outstanding, September 30, 2025739,65322.7816.374.555,2553,776

The following table summarizes the Company’s stock options granted in U.S. dollars under the New Plan and the Inducement Plan:

Numberof OptionsWeighted-AverageExercise Price($)Weighted-AverageContractualTerm(years)Aggregateintrinsic value($)
Outstanding, December 31, 20247,331,08412.017.9730,459
Granted2,043,22512.96
Exercised(814,735)9.53
Forfeited(668,015)16.56
Outstanding, September 30, 20257,891,55912.137.9545,177

During the nine months ended September 30, 2025, the Company received cash proceeds of $10,079 from stock options exercised.

The stock options outstanding at September 30, 2025 expire at various dates from October 1, 2025 to September 9, 2035.

The estimated fair values of options granted to officers, directors, employees and consultants are amortized over the relevant vesting periods. Stock-based compensation expense for equity classified instruments, RSUs, as well as the financial statement impact of the amortization and periodic revaluation of liability classified instruments, are recorded in research and development expense and general and administration expense as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Research and development expense$3,096$2,171$9,148$6,477
General and administrative expense3,6902,3819,6356,022

The amounts above include stock-based compensation expense relating to RSUs of $2,727 and $7,353 for the three and nine months ended September 30, 2025 (2024: $1,602 and $4,260).

The estimated fair value of stock options granted under the New Plan was determined using the Black-Scholes option pricing model with the following weighted-average assumptions:

Nine Months Ended September 30,
20252024
Dividend yield0%0%
Expected volatility63.1%64.7%
Risk-free interest rate4.43%4.03%
Expected average life of options6.04 years6.04 years

The weighted-average Black-Scholes option pricing assumptions for liability classified stock options outstanding at September 30, 2025 and 2024 are as follows:

Nine Months Ended September 30,
20252024
Dividend yield0%0%
Expected volatility50.0%41.7%
Risk-free interest rate2.45%2.90%
Expected average option term1.02 years0.97 years
Number of liability classified stock options outstanding83,257295,794

At September 30, 2025, the unamortized compensation expense related to unvested options was $12,594. The remaining unamortized compensation expense as of September 30, 2025 will be recognized over a weighted-average period of 1.66 years.

  1. Research, Collaboration and Licensing Agreements

Revenue recognized from the Company’s strategic partnerships which includes amounts from Jazz Pharmaceuticals Ireland Limited or Jazz Pharmaceuticals, Inc. (subsidiaries of Jazz Pharmaceuticals plc, collectively referred to as “Jazz”) is summarized as follows:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2025202420252024
Jazz:
Development support payments$352$764$5,320$3,939
Drug supply for ongoing studies9705,2665,76815,467
Other drug supply716,0322,22113,356
Royalties831—1,583—
BeOne Medicines Ltd. (previously known as BeiGene, Ltd.) (“BeOne”):
Milestone revenue——20,0008,000
Recognition of deferred revenue——18,334—
Drug supply—1,4382151,843
Royalties140—159—
Johnson & Johnson Innovative Medicine (previously known as Janssen Biotech, Inc.) (“J&J”):
Milestone revenue25,000—25,000—
Bristol-Myers Squibb (“BMS”):
Option exercise fee——7,500—
GlaxoSmithKline Intellectual Property Development Ltd. (“GSK”):
Milestone revenue—2,50014,0002,500
Daiichi Sankyo, Co., Ltd. (“Daiichi Sankyo”):
Milestone revenue——3,100—
Merck Sharp & Dohme LLC (“Merck”)
Research period extension fee250—250—
Research support and other payments from other partners———168
$27,614$16,000$103,450$45,273

Since December 31, 2024, there have not been any material changes to the key terms of our collaboration and license agreements.

In January 2025, the Company recognized $14,000 of milestone revenue associated with a clinical milestone under the Company’s 2016 licensing agreement with GSK.

In March 2025, the Company recognized $3,100 of milestone revenue from Daiichi Sankyo following the first patient dosed in a clinical trial related to the 2018 license agreement between the Company and Daiichi Sankyo.

In May 2025, the Company recognized $7,500 of option exercise fee upon BMS’s exercise of its commercial license option in relation to the Company's licensing and collaboration agreement with BMS dated December 23, 2014.

In May 2025, the Company recognized $20,000 in non-refundable milestone revenue from BeOne upon approval of the BLA for zanidatamab for second-line treatment of HER2+ BTC by the NMPA in China. The Company also recognized $18,334 of deferred revenue in relation to achievement of this milestone.

In September 2025, the Company recognized $25,000 of non-refundable milestone revenue from J&J following first patient dosed in a Phase 3 clinical trial of pasritamig.

Contract Assets and Liabilities

As at September 30, 2025, contract assets from research, collaboration and licensing agreements were $971 (December 31, 2024: $100). As at September 30, 2025, short-term and long-term contract liabilities were $3,197 and $14,607, respectively (December 31, 2024: $25,588 and $14,607, respectively). Contract liabilities relate to deferred revenue from the BeOne and Jazz agreements.

  1. Other income (expense), net

Other income (expense), net, consists of the following:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2025202420252024
Foreign exchange gain (loss), net$289$(167)$(326)$179
Other26(37)6935
$315$(204)$(257)$214
  1. Leases

The lease for the Company’s office and laboratory spaces in Vancouver, British Columbia, which we entered into in January 2019, has an initial term expiring in February 2032, withtwo five-year extension options. In addition, the Company leases office spaces in Bellevue, Washington and in Redwood City, California with lease terms expiring between August 2027 and July 2029. None of the optional extension periods have been included in the determination of the right-of-use assets or the lease liabilities for operating leases as the Company did not consider it reasonably certain that the Company would exercise any such options.

The Company also leases office equipment under capital lease agreements.

The balance sheet classification of the Company’s lease liabilities was as follows:

September 30,2025December 31,2024
Operating lease liabilities:
Current portion$3,400$2,740
Long-term portion15,50415,738
Total operating lease liabilities18,904$18,478
Finance lease liabilities:
Current portion included in other current liabilities—28
Long-term portion included in other long-term liabilities—28
Total finance lease liabilities—56
Total lease liabilities$18,904$18,534
Weighted average remaining lease term:
Operating leases5.6 years6.4 years
Weighted average discount rate:
Operating leases in U.S. dollars5.9%5.4%
Operating leases in Canadian dollars4.8%4.8%

Cash paid for amounts included in the measurement of operating lease liabilities for fixed payments for the three and nine months ended September 30, 2025 was $1,077 and $3,200, respectively (2024: $973 and $3,195), and were included in net cash used in operating activities in the consolidated statement of cash flows.

As of September 30, 2025, the maturities of the Company’s operating lease liabilities were as follows:

Operatingleases
Within 1 year$4,266
1 to 2 years4,131
2 to 3 years3,613
3 to 4 years3,335
4 to 5 years2,669
Thereafter3,559
Total operating lease payments21,573
Less:
Imputed interest(2,669)
Operating lease liabilities$18,904

The cost components of the operating leases were as follows for the three and nine months ended September 30, 2025 and 2024:

Three Months EndedSeptember 30,Nine Months Ended September 30,
2025202420252024
Lease expenses:
Operating lease expense$731$749$2,304$1,723
Variable lease expense5864631,7281,484
Termination of long-term facility lease in Seattle, net———1,033
$1,317$1,212$4,032$4,240
  1. Financial Instruments

The Company evaluates financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification each reporting period. This determination requires the Company to make subjective judgments as to the significance of inputs used in determining fair value and where such inputs lie within the fair value hierarchy.

Fair Value Measurements

The Company measures certain financial instruments and other items at fair value.

To determine fair value, the Company uses a fair value hierarchy that prioritizes the inputs, assumptions and valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows:

Level 1 inputs are unadjusted quoted market prices for identical instruments available in active markets.

Level 2 inputs are inputs other than Level 1 prices, such as prices for a similar asset or liability that are observable either directly or indirectly. If the asset or liability has a contractual term, the input must be observable for substantially the full term. An example includes quoted market prices for similar assets or liabilities in active markets.

Level 3 inputs are unobservable inputs for the asset or liability and will reflect management’s assessment about market assumptions that would be used to price the asset or liability.

Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.

The Company’s financial instruments consist of cash and cash equivalents, short-term and long-term investments in marketable and other securities, accounts receivable, accounts payable and accrued liabilities, contingent consideration, finance and operating lease obligations, and other long-term liabilities.

The carrying values of cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate their fair values due to the near-term maturities of these financial instruments. All marketable securities are classified as available-for-sale and are recorded at fair value. As at September 30, 2025, long-term investments in equity securities of private entities are accounted for as available for sale at their fair values. Other long-term liabilities for contingent consideration related to business acquisitions are recorded at fair value on the acquisition date and are adjusted quarterly for changes in fair value. Changes in the fair value of contingent consideration liabilities can result from changes in anticipated milestone payments and changes in assumed discount periods and rates. These inputs are unobservable in the market and therefore categorized as level 3 inputs as defined above.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, short-term and long-term marketable securities and accounts receivable. Cash and cash equivalents and investments in marketable securities are invested in accordance with the Company’s cash investment policy with the primary objective being the preservation of capital and maintenance of liquidity. The cash investment policy includes guidelines on the quality of financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. The Company limits its exposure to credit loss by placing its cash and cash equivalents and investments with high credit quality financial institutions.

At September 30, 2025, the maximum exposure to credit risk for accounts receivable was $29,352,85% of which was from J&J (December 31, 2024:95% of receivables from Jazz) and all accounts receivable are due within the next 12 months. As at September 30, 2025 and December 31, 2024, the Company has recognized nominal amounts of provision for expected credit losses in relation to accounts receivable.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s short-term cash requirements are primarily to settle its financial liabilities, which consist primarily of accounts payable and accrued liabilities falling due within 45 days and current portion of lease obligations falling due within the next 12 months, with medium term requirements to invest in property and equipment and research and development. The Company’s principal sources of liquidity to settle its financial liabilities are cash, cash equivalents, short-term and long-term investments, collection of accounts receivable relating to research collaboration and license agreements and additional public equity offerings as required. The Company believes that these principal sources of liquidity are sufficient to fund its operations for at least the next 12 months.

Foreign Currency Risk

The Company incurs certain operating expenses in currencies other than the U.S. dollar and accordingly is subject to foreign exchange risk due to fluctuations in exchange rates. The Company does not use derivative instruments to hedge exposure to foreign exchange risk and therefore assumes the risk of future gains or losses in its consolidated statements of loss. At September 30, 2025, the Company’s net monetary liabilities denominated in Canadian dollars were $196 (C$273).

The operating results and financial position of the Company are reported in U.S. dollars in the Company’s interim condensed consolidated financial statements. The fluctuation of the U.S. dollar relative to the Canadian dollar and other foreign currencies will have an impact on the reported balances for net assets, net loss and stockholders’ equity in the Company’s interim condensed consolidated financial statements.

  1. Commitments and Contingencies

Commitments

The Company has entered into research collaboration agreements with strategic partners in the ordinary course of operations that may include contractual milestone payments related to the achievement of pre-specified research, development, regulatory and commercialization events and indemnification provisions, which are common in such agreements. Pursuant to the agreements, the Company is obligated to make research and development and regulatory milestone payments upon the occurrence of certain events and royalty payments based on net sales. The maximum amount of potential future indemnification is unlimited, however, the Company currently holds commercial and product liability insurance that limits the Company’s liability and may enable it to recover a portion of any future amounts paid. Historically, the Company has not made any indemnification payments under such agreements and believes that the fair value of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to indemnification obligations for any period presented in the interim condensed consolidated financial statements.

Contingencies

From time to time, the Company may be subject to various legal proceedings and claims related to matters arising in the ordinary course of business. The Company does not believe it is currently subject to any material matters where there is at least a reasonable possibility that a material loss may be incurred.

  1. Business Segments

The Company operates and manages its business in a single reportable segment, which is the discovery, development and commercialization of next-generation multifunctional biotherapeutics (the “biotherapeutics segment”). The biotherapeutics segment revenue consists of collaboration revenue, including amounts recognized relating to upfront non-refundable payments for licenses or options to obtain future licenses, research and development funding, milestone payments and royalties earned under collaboration and license agreements and is managed on a consolidated basis. The accounting policies of the biotherapeutics segment are the same as those described in the summary of significant accounting policies.

The Company’s Chief Operating Decision Maker (“CODM”) is the Chair of the board of directors and Chief Executive Officer. The CODM assesses performance for the biotherapeutics segment and decides how to allocate resources to our development pipeline based on the results of our strategic planning, with segment (loss) income being used to monitor performance against the budgeted costs of that strategy. The measure of segment assets is reported on the balance sheet as total consolidated assets.

Revenue and net income (loss) for the Company’s biotherapeutics segment are shown below:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenue from research and development collaborations$27,614$16,000$103,450$45,273
Segment expenses:
Zanidatamab9831,9103,8887,322
ZW1712,3571,8947,9065,320
ZW1913,9631,9938,4335,530
ZW2202864,8812,81111,687
ZW2512,1273,5078,4186,070
Zanidatamab zovodotin551,1072565,413
Expense for other preclinical and research programs8,6264,86720,67511,020
Salaries and benefits10,80612,37937,88337,865
Other research and development expense5,5974,56115,81513,032
Other general and administrative expense6,4606,42719,93623,042
Total segment expenses41,26043,526126,021126,301
Segment loss(13,646)(27,526)(22,571)(81,028)
Reconciling items:
Depreciation and amortization(1,553)(2,015)(6,642)(5,685)
Stock-based compensation expense(6,911)(4,664)(19,184)(12,771)
Change in contingent consideration———1,878
Impairment———(17,287)
Interest income3,5294,78510,37915,859
Other income (expense), net315(204)(257)214
Income tax expense(1,336)(226)(1,646)(369)
Net loss$(19,602)$(29,850)$(39,921)$(99,189)
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.