[8-K] Zenas BioPharma, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

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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 12, 2025

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 2.02 Results of Operations and Financial Condition.

On November 12, 2025, Zenas BioPharma, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release issued by the Company on November 12, 2025
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.
	By:	/s/ Jennifer Fox
		Name:	Jennifer Fox
		Title:	Chief Business Officer and Chief Financial Officer

Date: November 12, 2025

FAQ

What did Zenas BioPharma (ZBIO) announce in this 8-K?

It furnished a press release announcing financial results for the quarter ended September 30, 2025, included as Exhibit 99.1.

Where can I find ZBIO’s detailed Q3 2025 results?

They are contained in the press release filed as Exhibit 99.1 to the Form 8-K.

Is the information in this 8-K considered 'filed' with the SEC?

No. The company states the information is furnished, not filed under the Exchange Act.

What period do the results cover for Zenas BioPharma?

The financial results relate to the quarter ended September 30, 2025.

What is Zenas BioPharma’s stock symbol and exchange?

The common stock trades as ZBIO on the Nasdaq Global Select Market.

Is Zenas BioPharma classified as an emerging growth company?

Yes, the filing indicates Zenas BioPharma is an emerging growth company.