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

Rhea-AI Summary

Zenas BioPharma (Nasdaq: ZBIO) announced inducement option grants on December 15, 2025 to two newly hired employees totaling 300,000 non-qualified stock options. The options have a 10-year term and an exercise price of $32.59, equal to the closing price on the grant date. Vesting is over four years: 25% on the one-year anniversary of each employee's start date, then the remainder in 36 equal monthly installments, subject to continued service. Grants are governed by an Inducement Option Award Agreement and were approved by the Compensation Committee in accordance with Nasdaq Listing Rule 5635(c)(4).

Key Figures

Inducement options granted 300,000 shares Non-qualified stock options to two newly hired employees

Exercise price $32.59 per share Equal to ZBIO closing price on Dec 15, 2025 grant date

Option term 10 years Term of inducement stock options under award agreement

Vesting cliff 25% at 1 year First tranche vests on one-year employment anniversary

Inducement plan capacity 1,000,000 shares 2026 Inducement Plan share limit from Dec 15, 2025 8-K

ATM capacity $200,000,000 ATM common stock program under S-3ASR shelf filed Oct 8, 2025

Market Reality Check

$34.50 Last Close

Volume Volume 321,876 vs 20-day average 302,731 (relative volume 1.06x) before this filing-linked news. normal

Technical Shares at $35.07, trading above the 200-day MA of $17.89 and below the $41.50 52-week high.

Peers on Argus

Ahead of this inducement grant news, ZBIO was down 2.07%. Peers were mixed: several biotech names like AVXL (-2.26%), GERN (-4.29%), PRAX (-0.39%) and SANA (-8.35%) were weaker, while QURE rose 2.18%, suggesting stock-specific rather than a clean sector-wide move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 15	Clinical trial update	Positive	-19.7%	Partner’s orelabrutinib met primary endpoint in Phase 2b SLE study.
Nov 12	Earnings and update	Positive	+1.7%	Q3 2025 results, strong MoonStone data and major financing agreements.
Nov 11	Investor conferences	Positive	+8.4%	Announced participation in upcoming healthcare investor conferences.
Oct 27	Clinical trial result	Positive	+33.1%	Phase 2 MoonStone trial met primary endpoint in relapsing MS.
Oct 08	License and financing	Positive	+24.2%	InnoCare license for three autoimmune assets plus sizable private placement.

Pattern Detected

Recent news flow has been largely positive (clinical wins, licensing, financing), with four of five events showing price moves aligned with the upbeat tone and one notable negative divergence on strong partner trial data.

Recent Company History

Over the last few months, Zenas reported multiple clinical and strategic milestones. On Oct 8, it licensed orelabrutinib and two early autoimmune candidates alongside financing. Positive Phase 2 MoonStone data in MS on Oct 27 and a corporate/financing update on Nov 12 reinforced the development and funding story, while conference participation on Nov 11 coincided with gains. A Dec 15 partner Phase 2b success in SLE, however, saw a sharp negative price reaction, contrasting with the otherwise supportive pattern.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-10-08

$200,000,000 registered capacity

An effective S-3ASR shelf filed on Oct 8, 2025 includes an at-the-market equity program for up to $200,000,000 of common stock through Jefferies, providing flexibility to raise capital alongside equity-based compensation programs like the 2026 Inducement Plan and today’s Nasdaq Rule 5635(c)(4) grants.

Market Pulse Summary

The stock surged +17.1% in the session following this news. A strong positive reaction aligns with Zenas’ pattern of sizable moves around equity and clinical milestones, as seen after prior Phase 2 data and licensing news. The inducement grant of 300,000 options at $32.59, within a broader 1,000,000-share 2026 Inducement Plan and a $200,000,000 ATM shelf, highlights ongoing equity usage that could temper sustained upside if future capital raises or additional grants weigh on dilution expectations.

Key Terms

non-qualified stock options financial

"granted non-qualified stock options to purchase 300,000 shares"

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

"in accordance with Nasdaq Listing Rule 5635(c)(4) (the “Inducement Grant”)"

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., Dec. 19, 2025 (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 transformative therapies for patients living with autoimmune diseases, today announced that on December 15, 2025 (the “Grant Date”), the Compensation Committee of the Company’s Board of Directors granted non-qualified stock options to purchase 300,000 shares of the Company’s common stock to two newly hired employees of the Company as an inducement material to such employees’ entry into employment with the Company, in accordance with Nasdaq Listing Rule 5635(c)(4) (the “Inducement Grant”).

The Inducement Grants have a ten-year term and an exercise price per share of $32.59, which is equal to the closing price of Zenas’ common stock on the Grant Date. The Inducement Grants will vest over a four-year period, with 25% of the shares vesting on the one-year anniversary of each of the employees’ first day of employment with the Company, and thereafter the remainder of the option will vest in 36 equal monthly installments, subject to the employees’ continued service with Zenas through the applicable vesting dates. The Inducement Grants were granted pursuant to, and are subject to, the terms and conditions of an Inducement Option Award 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.

Investor and Media Contact:
Argot Partners
Zenas@argotpartners.com

FAQ

How many options did Zenas BioPharma (ZBIO) grant on December 15, 2025?

Zenas granted a total of 300,000 non-qualified stock options to two new employees.

What is the exercise price and term for the Zenas (ZBIO) inducement options?

The options have an exercise price of $32.59 per share and a 10-year term.

What are the vesting terms for the Zenas BioPharma (ZBIO) inducement grants?

Vesting is over 4 years: 25% vests after one year from each employee's start date, then monthly over 36 months, subject to continued service.

Why were the stock options granted under Nasdaq Listing Rule 5635(c)(4) for Zenas (ZBIO)?

The options were granted as inducement awards material to the employees' entry into employment, as permitted by Nasdaq Listing Rule 5635(c)(4).

Were the Zenas (ZBIO) option exercise price and grant date price related?

Yes, the exercise price of $32.59 equals the closing price of Zenas common stock on the grant date, December 15, 2025.