Zenas BioPharma sets up stock offering of up to $200M

The prior supplement has been terminated, with approximately $46.8 million unsold; Zenas says it will make no further sales under it.

Available on EDGAR 11/06/2026 - 04:17 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:16 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Zenas BioPharma, Inc. filed an additional prospectus supplement for an at-the-market offering of common stock with an aggregate offering price of up to $200 million. The company may offer and sell shares from time to time at its sole discretion through Jefferies LLC under the existing Sales Agreement.

The prior supplement has been terminated. Approximately $153.2 million of shares had been sold under it, with approximately $46.8 million remaining unsold; Zenas will make no further offers or sales under that supplement. The registration statement for the new supplement became automatically effective upon filing.

Filing Explained

The new supplement sets capacity for up to $200 million in at-the-market common-share sales; if Zenas sells shares under it, the increased share count would reduce existing holders’ percentage ownership.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

New supplement aggregate offering price: Up to $200 million Prior supplement sales: Approximately $153.2 million Prior supplement unsold amount: Approximately $46.8 million

3 metrics

New supplement aggregate offering price Up to $200 million Common stock offered under the Sales Agreement

Prior supplement sales Approximately $153.2 million Shares sold under the prior supplement

Prior supplement unsold amount Approximately $46.8 million Shares remaining unsold under the prior supplement

Key Terms

at-the-market offering program, aggregate offering price, prospectus supplement

3 terms

at-the-market offering program financial

"with respect to an at-the-market offering program"

An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.

aggregate offering price financial

"shares of Common Stock having an aggregate offering price"

The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.

prospectus supplement regulatory

"filed an additional prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How large is ZBIO's new at-the-market offering?

The new supplement covers common stock with an aggregate offering price of up to $200 million. Zenas may offer and sell shares from time to time at its sole discretion through Jefferies LLC under the Sales Agreement.

What happened to ZBIO's prior at-the-market offering?

The prior supplement was terminated after approximately $153.2 million of shares had been sold, with approximately $46.8 million remaining unsold. Zenas will make no further offers or sales under that supplement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2026

ZENAS BIOPHARMA, INC.

(Exact name of Registrant as Specified in Its Charter) 

Delaware		001-42270		93-2749244
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

852 Winter Street, Suite 250 Waltham, MA	02451
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (857) 271-2954

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ZBIO		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events

As previously disclosed, on October 8, 2025, Zenas BioPharma, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Jefferies LLC (the “Sales Agent”), with respect to an at-the-market offering program pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share (the “Common Stock”), through the Sales Agent. The Company previously filed a registration statement on Form S-3ASR (File No. 333-290777) (the “Registration Statement”) with the Securities and Exchange Commission on October 8, 2025, which included a sales agreement prospectus supplement relating to the offer and sale of shares of Common Stock having an aggregate offering price of up to $200,000,000 (the “Shares”) pursuant to the Sales Agreement (the “Prior Prospectus Supplement”). As of the date hereof, the Company has sold an aggregate amount of approximately $153.2 million of Shares under the Prior Prospectus Supplement, and an aggregate amount of approximately $46.8 million of Shares remain unsold under the Prior Prospectus Supplement.

On November 6, 2026, the Company filed an additional prospectus supplement relating to the offer and sale of shares of Common Stock having an aggregate offering price of up to $200,000,000 (the “New Prospectus Supplement Shares”) pursuant to the Sales Agreement. Accordingly, the offering pursuant to the Prior Prospectus Supplement has been terminated, and the Company will not make any further offer or sale of Shares pursuant to the Prior Prospectus Supplement. The New Prospectus Supplement Shares, if any, will be offered and sold pursuant to the Registration Statement, which became automatically effective upon filing. Ropes & Gray LLP, counsel to the Company, has issued a legal opinion relating to the New Prospectus Supplement Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy any New Prospectus Supplement Shares, nor shall there be any offer, solicitation or sale of the New Prospectus Supplement Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
5.1	Opinion of Ropes & Gray LLP.
23.1	Consent of Ropes & Gray LLP (contained in Exhibit 5.1).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZENAS BIOPHARMA, INC.
Date:  November 6, 2026	By:	/s/ Joseph L. Farmer
		Joseph L. Farmer
		President and Chief Operating Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 EXHIBIT 5.1 7.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB