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2026-02-10
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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):
February 10, 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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 10, 2026, the Board of Directors (the
“Board”) of Zenas BioPharma, Inc. (the “Company”) approved the Company’s Amended and Restated Short-Term
Incentive Plan (the “STI Plan”), effective as of January 1, 2026. The STI Plan is an annual discretionary cash bonus plan
that offers regular full- and part-time employees of the Company and its subsidiaries the opportunity to earn bonuses based on, among
other factors, Company performance and individual achievement of established goals and objectives.
The STI Plan is administered by the Board (or
a committee thereof) with respect to Company executives and by the Company’s Chief Executive Officer and executive leadership team
with respect to all other eligible employees. The administrator has the authority to determine eligibility criteria, establish award forms,
construe the terms of the STI Plan and any award, and determine the amount of any payments in its sole discretion.
All payouts under the STI Plan are subject to
the review and approval of the Board or administrator in its/their sole discretion. Payments under the STI Plan are made not later than
March 15 following the end of the applicable calendar year. A participant must remain employed through the date of payment to be eligible
to receive an award.
Awards under the STI Plan are subject to the Company’s
Policy for Recoupment of Incentive Compensation and any other clawback or recoupment policy maintained by the Company, to the extent applicable
to the participant.
The Company reserves the right to amend or discontinue
the STI Plan at any time without prior notice.
The foregoing description of the STI Plan does
not purport to be complete and is qualified in its entirety by reference to the full text of the STI Plan, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Description |
| 10.1# |
|
Zenas BioPharma, Inc. Amended and Restated Short-Term
Incentive Plan |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| # | Indicates management contract or compensatory plan. |
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. |
| |
|
| |
By: |
/s/ Jennifer Fox |
| |
|
Name: |
Jennifer Fox |
| |
|
Title: |
Chief Business Officer and Chief Financial Officer |
Date: February 13, 2026
