EX-FILING FEES 2 d410387dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLES

424(b)(5)

(Form Type)

ZYMEWORKS INC.(1)

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

     Security
Type
  Security Class Title   Fee
Calculation
Rule
  Amount
Registered(2)
  Proposed
Maximum
Offering
Price Per
Unit
  Maximum
Aggregate
Offering Price
  Fee Rate   Amount of
Registration
Fee
 
Fees to Be Paid   Equity   Common Stock, $0.00001 par value per share   457(o)   (3)        $150,000,000(3)   $110.20 per
$1,000,000
    $16,530  
    Total Offering Amounts       $150,000,000(3)         $16,530  
    Total Fees Previously Paid                 —    
    Total Fee Offsets                 $13,905 (4) 
    Net Fee Due                 $2,625  

Table 2: Fee Offset Claims and Sources

 

    

Registrant

or Filer

Name

 

Form

or

Filing

Type

  File Number  

Initial

Filing

Date

 

Filing

Date

  Fee Offset
Claimed
  Security
Type
Associated
with Fee
Offset
Claimed
  Security
Title
Associated
with Fee
Offset
Claimed
  Unsold
Securities
Associated
with Fee
Offset
Claimed
  Unsold
Aggregate
Offering
Amount
Associated with
Fee Offset
Claimed
  Fee Paid
with Fee
Offset
Source
Rule 457(p)
Fee Offset Claims   Zymeworks
Inc.(5)
  424(b)(5)   333-259970   10/01/2021       $13,905(4)   Equity   Common
Shares,
no par
value
  —  (4)    $150,000,000    
Fee Offset Sources   Zymeworks
Inc.(5)
  424(b)(5)   333-259970       10/01/2021                       $13,905(4)

 

(1)

On October 13, 2022, the registrant completed a series of transactions, including a redomicile (the “Redomicile Transactions”). Following the closing of the Redomicile Transactions, the registrant became the successor issuer to Zymeworks BC Inc. (“Legacy Zymeworks”) pursuant to 13g-3(a) under the Securities Exchange Act of 1934, as amended. On October 13, 2022, the registrant filed Post-Effective Amendment No. 1 to Form S-3 assuming the Registration Statement on Form S-3 (File No. 333-259970) initially filed by Legacy Zymeworks on October 1, 2021 (the “Registration Statement”).

 

(2)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, or the Securities Act, there are also being registered an indeterminable number of additional shares as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

 

(3)

The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”), based on the proposed maximum aggregate offering price. In accordance with Rules 456(b) and 457(r) of the Securities Act, as amended, Legacy Zymeworks initially deferred payment of all the registration fee for Registration Statement No. 333-259970 filed by Legacy Zymeworks on October 1, 2021.

 

(4)

Legacy Zymeworks previously registered the issuance of up to $150,000,000 of common shares pursuant to the Registration Statement in a prospectus supplement filed on October 1, 2021 (the “Prior Prospectus Supplement”). In connection with the filing of the Prior Prospectus Supplement, the registrant made a contemporaneous fee payment in the amount of $13,905. The fee payment was offset by $13,905 previously paid in connection with $48,749,940.67 of unsold securities under Legacy Zymeworks’ Registration Statement on Form S-3 (File No. 333-228782), initially filed with the Securities and Exchange Commission on December 13, 2018, and $79,769,456 of unsold securities under Legacy Zymeworks’ Registration Statement on Form F-10 (File No. 333-224623), initially filed with the Securities and Exchange Commission on May 3, 2018, respectively. The offering under the Prior Prospectus Supplement has been terminated. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $13,905 that has already been paid with respect to the Prior Prospectus Supplement and remains unused is hereby offset against the registration fee due for this offering.

 

(5)

In connection with the closing of the Redomicile Transactions, Legacy Zymeworks changed is name to “Zymeworks BC Inc.”