Zenas BioPharma Announces Inducement Grant Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Zenas BioPharma (Nasdaq: ZBIO) announced an inducement grant under Nasdaq Listing Rule 5635(c)(4) dated Jan 15, 2026. The Compensation Committee granted a non-qualified stock option to a newly hired employee to purchase 100,000 shares of common stock.

The option has a 10-year term, an exercise price of $19.93 per share (equal to the closing price on the grant date), and vests over 4 years (25% after one year, then 36 equal monthly installments), subject to continued service and the terms of the 2026 Inducement Plan and the related option agreement.

News Market Reaction

+3.57%

1 alert

+3.57% News Effect

On the day this news was published, ZBIO gained 3.57%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Inducement options granted: 100,000 shares Option exercise price: $19.93 per share Option term: 10 years +3 more

6 metrics

Inducement options granted 100,000 shares Non-qualified stock options to a newly hired employee as inducement

Option exercise price $19.93 per share Equal to ZBIO closing price on January 15, 2026 grant date

Option term 10 years Term of the non-qualified stock option inducement grant

Vesting period 4 years Inducement grant vesting duration subject to continued service

Cliff vesting portion 25% Vests on one-year anniversary of employee’s first day

Monthly vesting tranches 36 installments Remainder of option after first-year cliff vests monthly

Market Reality Check

Price: $20.07 Vol: Volume 1,562,269 vs 20-da...

normal vol

$20.07 Last Close

Volume Volume 1,562,269 vs 20-day average 1,231,065 (relative volume 1.27x), indicating elevated trading activity before this HR news. normal

Technical Shares at 19.935, with price positioned slightly above the 200-day MA of 19.75 despite a -11.66% move over 24 hours.

Peers on Argus

ZBIO fell 11.66% while peers AVXL, GERN, PRAX, SANA, and QURE also declined but ...

ZBIO fell 11.66% while peers AVXL, GERN, PRAX, SANA, and QURE also declined but by smaller amounts (from -0.25% to -2.91%), suggesting a more stock-specific pullback rather than a uniform sector move.

Historical Context

5 past events · Latest: Jan 05 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 05	Phase 3 results	Positive	-51.9%	Positive Phase 3 INDIGO obexelimab data with strong efficacy and safety.
Dec 19	Inducement grants	Positive	+17.1%	Inducement option grants to new hires under Nasdaq Rule 5635(c)(4).
Dec 15	Partner trial update	Positive	-19.7%	Partner InnoCare’s Phase 2b success for orelabrutinib in SLE.
Nov 12	Earnings and update	Positive	+1.7%	Q3 2025 financials plus progress on obexelimab and orelabrutinib.
Nov 11	Conference presentations	Positive	+8.4%	Announcement of upcoming healthcare investor conference presentations.

Pattern Detected

Recent news has often been clinically or strategically positive, yet price reactions show mixed behavior, including sharp selloffs on good clinical data and strong gains on certain corporate or HR-related updates.

Recent Company History

Over the last few months, Zenas reported multiple positive clinical milestones and financing steps. On Nov 12, 2025, Q3 2025 results and a corporate update produced a modest +1.7% move. Positive Phase 2 data for orelabrutinib in SLE on Dec 15, 2025 saw a -19.71% reaction, while Phase 3 INDIGO success in IgG4-RD on Jan 5, 2026 coincided with a -51.86% drop. By contrast, prior inducement grants and conference presentations in late 2025 generated gains, highlighting inconsistent trading responses to ostensibly constructive news.

Regulatory & Risk Context

Active S-3 Shelf · $200,000,000

Shelf Active

Active S-3 Shelf Registration 2025-10-08

$200,000,000 registered capacity

An effective S-3ASR shelf filed on October 8, 2025 allows Zenas to issue various securities and conduct an at-the-market equity program for up to $200,000,000 of common stock through Jefferies, providing flexibility for future capital raises. No usage has been recorded yet (usage count 0).

Market Pulse Summary

This announcement details a standard inducement option grant of 100,000 shares to a new hire, with a...

Analysis

This announcement details a standard inducement option grant of 100,000 shares to a new hire, with a 10-year term, $19.93 exercise price, and four-year vesting. It follows approval of a 2026 Inducement Plan covering up to 1,000,000 shares and sits alongside a broader capital structure that includes an effective shelf allowing up to $200,000,000 of potential ATM issuance. Investors may monitor how frequently such plans and the shelf are utilized relative to clinical and corporate milestones.

Key Terms

non-qualified stock options, nasdaq listing rule 5635(c)(4)

2 terms

non-qualified stock options financial

"granted non-qualified stock options to purchase 100,000 shares of the Company’s common stock"

Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.

nasdaq listing rule 5635(c)(4) regulatory

"as an inducement material to such employee’s entry into employment ... in accordance with Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

AI-generated analysis. Not financial advice.

WALTHAM, Mass., Jan. 16, 2026 (GLOBE NEWSWIRE) -- Zenas BioPharma, Inc. (“Zenas” or the “Company”) (Nasdaq: ZBIO), a clinical-stage global biopharmaceutical company committed to being a leader in the development and commercialization of therapies for autoimmune diseases, today announced that on January 15, 2026 (the “Grant Date”), the Compensation Committee of the Company’s Board of Directors granted non-qualified stock options to purchase 100,000 shares of the Company’s common stock to a newly hired employee of the Company as an inducement material to such employee’s entry into employment with the Company, in accordance with Nasdaq Listing Rule 5635(c)(4) (the “Inducement Grant”).

The Inducement Grant has a ten-year term and an exercise price per share of $19.93, which is equal to the closing price of Zenas’ common stock on the Grant Date. The Inducement Grant will vest over a four-year period, with 25% of the shares vesting on the one-year anniversary of the employee’s first day of employment with the Company, and thereafter the remainder of the option will vest in 36 equal monthly installments, subject to the employee’s continued service with Zenas through the applicable vesting dates. The Inducement Grant was granted pursuant to, and is subject to, the terms and conditions of Zenas’ 2026 Inducement Plan and the applicable non-qualified stock option agreement.

About Zenas BioPharma, Inc.
Zenas is a clinical-stage global biopharmaceutical company committed to becoming a leader in the development and commercialization of transformative therapies for patients living with autoimmune diseases. Our core business strategy combines our experienced leadership team with a disciplined product candidate acquisition approach to identify, acquire and develop product candidates globally that we believe can provide superior clinical benefits to patients living with autoimmune diseases. Zenas is advancing two late-stage, potential franchise molecules, obexelimab and orelabrutinib. Obexelimab, Zenas’ lead product candidate, is a bifunctional monoclonal antibody designed to bind both CD19 and FcγRIIb, which are broadly present across B cell lineage, to inhibit the activity of cells that are implicated in many autoimmune diseases without depleting them. We believe that obexelimab’s unique mechanism of action and self-administered, subcutaneous injection regimen may broadly and effectively address the pathogenic role of B cell lineage in chronic autoimmune disease. Orelabrutinib is a potentially best-in-class, highly selective CNS-penetrant, oral, small molecule BTK inhibitor. Orelabrutinib’s mechanism of action targets pathogenic B cells not only in the periphery but also within the CNS. Additionally, it directly modulates macrophages and microglial cells in the CNS, with the potential to address compartmentalized inflammation and disease progression in MS. Zenas’ earlier stage programs include ZB021, a preclinical, potentially best-in-class, oral, IL-17AA/AF inhibitor, and ZB022, a preclinical, potentially best-in-class, oral, brain-penetrant, TYK2 inhibitor. For more information about Zenas BioPharma, please visit https://zenasbio.com/ and follow us on LinkedIn.

The Zenas BioPharma word mark, logo mark, and the “lightning bolt” design are trademarks of Zenas BioPharma, Inc. or its affiliated companies. All rights reserved.

Media Contact:
Argot Partners
Zenas@argotpartners.com

FAQ

What did Zenas BioPharma (ZBIO) announce on January 15, 2026 regarding stock options?

Zenas granted a non-qualified option to purchase 100,000 shares with a $19.93 exercise price and a 10-year term as an inducement to hire.

How does the Zenas (ZBIO) option vest schedule work for the Jan 15, 2026 inducement grant?

The option vests over 4 years: 25% on the one-year anniversary, then the remainder in 36 equal monthly installments, subject to continued service.

What is the exercise price of the Zenas (ZBIO) inducement grant and how was it set?

The exercise price is $19.93 per share, equal to Zenas’ closing common stock price on the grant date.

Does the Zenas (ZBIO) inducement option follow Nasdaq rules?

Yes. The grant was made as an inducement under Nasdaq Listing Rule 5635(c)(4) and is subject to the company’s 2026 Inducement Plan and option agreement.

What are the term and employee conditions for the Zenas (ZBIO) inducement option?

The option has a 10-year term and vests only with continued service according to the stated schedule and plan terms.