Zenas BioPharma Inc. SEC Filings

Zenas BioPharma, Inc. chief executive officer and chairman Leon O. Moulder Jr. reported open‑market purchases of the company’s common stock. On January 7, 2026, he bought 50,000 shares at a weighted average price of $16.38 per share, followed by 30,000 shares at $16.30 on January 8 and 20,000 shares at $16.55 on January 9. After these transactions, he directly holds 366,155 common shares.

The prices reported are weighted averages, with individual trades executed within disclosed ranges for each day. In addition to his direct holdings, 36,928 shares are held by the Leon O. Moulder, Jr. Revocable Trust, where he serves as trustee, and 1,672,039 shares are held by Tellus BioVentures LLC, where he is the managing member. He may be deemed to have voting and dispositive power over those indirect holdings but disclaims beneficial ownership except to the extent of his pecuniary interest.

Zenas BioPharma, Inc. reported that its board approved a new 2026 Inducement Plan, allowing the company to grant equity-based awards covering up to 1,000,000 shares of its common stock. These awards, which can include non-statutory stock options, stock appreciation rights, restricted stock units, restricted stock and other stock-based awards, are intended as hiring inducements for new employees or those rehired after a bona fide break in service at the company or its subsidiaries.

The company adopted the plan without a stockholder vote in reliance on Nasdaq Listing Rule 5635(c)(4), which permits inducement grants outside stockholder-approved plans under specific conditions. Standard form agreements for stock options and restricted stock units, including global versions, will be used to document awards made under this 2026 Inducement Plan.

Zenas BioPharma (ZBIO) reported a wider quarterly loss and added new financing. For Q3 2025, net loss was $51.5 million, driven by research and development of $34.4 million, general and administrative of $13.2 million, and $5.0 million of acquired in‑process R&D. Year‑to‑date, revenue was $10.0 million from a Zai Lab upfront payment, while the net loss reached $137.3 million.

Cash, cash equivalents and investments were $301.6 million as of September 30, 2025. The company entered a Royalty Pharma agreement, receiving $75.0 million upfront tied to future obexelimab economics, recorded as a $73.0 million royalty obligation with a 30.7% effective interest rate. Operating cash outflow was $119.9 million for the first nine months.

Management disclosed substantial doubt about continuing as a going concern. They expect existing liquidity plus a $120.0 million PIPE received in October 2025 to fund operations into the fourth quarter of 2026, but not for at least twelve months from the financial statement issuance date. Shares outstanding were 42.2 million as of September 30, 2025; total assets were $322.0 million and stockholders’ equity was $196.4 million.

Zenas BioPharma (ZBIO) furnished a press release announcing its financial results for the quarter ended September 30, 2025. The press release is included as Exhibit 99.1 to this Form 8-K.

The company states the information in this Form 8-K (including Exhibit 99.1) is furnished, not filed under the Exchange Act. Zenas BioPharma’s common stock trades on the Nasdaq Global Select Market under the symbol ZBIO, and the company is identified as an emerging growth company.

Zenas BioPharma (ZBIO)95% relative reduction in the cumulative number of new Gd‑enhancing T1 lesions over weeks 8 and 12 versus placebo (p=0.0009).

The adjusted mean number of new Gd‑enhancing T1 lesions per scan was 0.01 (95% CI: 0.00, 0.06; n=72) with obexelimab compared to 0.23 (95% CI: 0.11, 0.51; n=38) with placebo. Obexelimab also significantly reduced new and/or enlarging T2 lesions. The safety profile was consistent with prior trials, with infections and hypersensitivity reported, most commonly mild injection‑site reactions.

The company plans to report 24‑week MoonStone data in Q1 2026. Additional milestones include topline Phase 3 INDIGO results in IgG4‑RD around year‑end 2025, SunStone Phase 2 topline in SLE in mid‑2026, a global Phase 3 in PPMS underway for orelabrutinib, and a Phase 3 in SPMS expected to start in Q1 2026.

Zenas BioPharma (ZBIO) filed a Form 3 disclosing initial beneficial ownership by Jisong Cui. The filing reports direct ownership of 5,000,000 shares of common stock as of the event date 10/07/2025. The relationship section indicates Director. The signature line lists Jisong Cui as Chairperson and CEO. Table II shows no derivative securities reported.

Zenas BioPharma (ZBIO) reported an insider transaction by a director. On October 9, 2025, the reporting person purchased 63,158 shares of common stock at $19 per share, acquired from the issuer pursuant to a Securities Purchase Agreement dated October 7, 2025.

Following the transaction, the filing lists 1,173,395 shares indirectly held through SR One Capital Opportunities Fund I, LP and 1,946,564 shares indirectly held through SR One Capital Fund II Aggregator, LP. The reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.

Zenas BioPharma (ZBIO): Form 4 insider purchase — SR One–affiliated entities reported open-market acquisitions of common stock on October 9, 2025 at $19 per share. The filing lists two purchases: 63,158 shares and 63,157 shares, acquired pursuant to a Securities Purchase Agreement dated October 7, 2025.

Following these transactions, beneficial holdings reported include 1,173,395 shares (indirect, Note 2), 1,917,895 shares (indirect, Note 3), and 1,946,564 shares (indirect, Note 4). The reporting person is indicated as a Director and 10% Owner, with the form filed by more than one reporting person.

Zenas BioPharma (ZBIO) reported insider purchases tied to a private financing. A board member bought 11,990 shares of common stock at $20.85 per share under a Securities Purchase Agreement that closed on October 9, 2025. In the same transaction, Longitude Venture Partners IV, L.P. acquired 105,265 shares at $19.00 per share. Following these trades, the filing lists 11,990 shares held directly, plus 1,832,669 shares held indirectly through LVPIV and 774,530 shares held indirectly through Longitude Prime Fund, L.P., reflecting the reporting person’s beneficial ownership structure.