Zenas BioPharma Inc. SEC Filings

Amendment discloses additional purchases and updated holdings by Leon O. Moulder, Jr., Tellus BioVentures, LLC and a related trust in Zenas BioPharma common stock. Together the reporting persons now beneficially own 2,594,662 shares, representing 4.8% of the company on a post-transaction basis. The aggregate includes 266,155 shares held directly by Mr. Moulder, 619,540 shares issuable under options exercisable within 60 days, 1,672,039 shares held by Tellus, and 36,928 shares held by the Revocable Trust.

On October 7, 2025 Zenas entered into a PIPE purchase agreement selling an aggregate of 6,311,030 PIPE Shares (split: 6,262,112 to institutional investors at $19.00 per share and 48,918 to directors/officers at $20.85 per share). The Trust purchased 36,928 director/officer PIPE Shares for $769,948.80. The PIPE closed on October 9, 2025, and a registration rights agreement requires a resale registration filing within 15 days of the PIPE closing subject to customary delays.

Zenas BioPharma insiders and affiliated entities reported an insider purchase on 10/07/2025. Fairmount Healthcare Fund II L.P. purchased 316,219 shares of common stock at a price of $19 per share, bringing the fund's indirect beneficial ownership to 2,209,025 shares following the transaction. The Form 4 lists Fairmount Funds Management LLC as investment manager and names Tomas Kiselak and Peter Harwin as managers; Kiselak serves on the issuer's board. Signatures on the filing are dated 10/09/2025.

Director Hongbo Lu reported purchases of Zenas BioPharma (ZBIO) common stock totaling 321,983 shares held indirectly through NextBio entities. The Form 4 shows two non-derivative acquisitions: 58,823 shares bought on 09/13/2024 at $17 per share and 263,160 shares bought on 10/07/2025 at $19 per share, bringing indirect beneficial ownership to 321,983 shares. The filing clarifies these shares are owned directly by NextBio Master Fund LP and NextBio Evergreen LLC and may be deemed indirectly owned by NextBio Capital entities and Mr. Lu in his capacity as a managing member; the reporting person disclaims direct beneficial ownership except for pecuniary interest. The statement is a routine Section 16 disclosure of insider transactions and shows increased insider-aligned position through affiliated investment vehicles.

Zenas BioPharma, Inc. filed a shelf registration on October 8, 2025 to offer an indeterminate mix of common stock, preferred stock, warrants and debt securities and an at-the-market equity program allowing up to $200,000,000 of common stock sales through Jefferies.

The company is clinical-stage and focused on immunology & inflammation. Lead asset obexelimab is in a Phase 3 registration-directed INDIGO trial for IgG4-RD with topline expected around year-end 2025 and potential BLA filing in H1 2026 if positive. Phase 2 programs in SLE (SunStone) and RMS (MoonStone) are ongoing, with key readouts across late 2025–2026. On October 7, 2025, the company licensed orelabrutinib and two early candidates (ZB021, ZB022) and expects Phase 3 PPMS initiation in September 2025 with additional planned Phase 3/SPMS activity in Q1 2026. The prospectus highlights material risks, reliance on trial outcomes, and broad management discretion over proceeds.

Zenas BioPharma, Inc. (ZBIO) reported a material event announcing licensing and financing documents executed in early October 2025. The company obtained exclusive rights for three clinical-stage programs: orelabrutinib (a BTK inhibitor) in the multiple sclerosis field worldwide and in non-oncology indications outside Greater China and specified Southeast Asia countries; ZB021 (an IL-17AA/AF inhibitor) in all fields worldwide excluding Greater China and Southeast Asia; and ZB022 (a TYK2 inhibitor) in all fields worldwide. The filing lists a Subscription Agreement, Registration Rights Agreement and related securities purchase forms dated October 7, 2025, plus a press release and investor presentation dated October 8, 2025.

The disclosure identifies geographic carve-outs for two programs and confirms executed commercial and investor agreements, but it does not state any monetary terms, milestone schedules, or expected timelines for development or commercialization.

FMR LLC and Abigail P. Johnson each report beneficial ownership of 4,644,279 shares of Zenas BioPharma Inc. common stock, representing 11.0% of the class. The filing states FMR LLC holds 4,643,356 shares with sole voting power and 4,644,279 shares with sole dispositive power, while Abigail P. Johnson is reported with sole dispositive power over 4,644,279 shares. The filing affirms these shares are held in the ordinary course of business and not acquired to change or influence control of the issuer. The document references an Exhibit 99 agreement and incorporated powers of attorney for signature authority.

Zenas BioPharma entered a Revenue Participation Right Purchase and Sale Agreement with Royalty Pharma Investments 2019 ICAV, under which Royalty Pharma will pay up to $300 million in exchange for rights to future revenue from the antibody obexelimab. Zenas received an Initial Purchase Price of $75 million at closing, with three additional $75 million tranches tied to milestones for the INDIGO Phase 3 trial in IgG4-Related Disease and U.S. Food and Drug Administration marketing approvals for obexelimab in IgG4-Related Disease and systemic lupus erythematosus.

In return, Royalty Pharma is entitled each quarter to 5.5% of net sales of obexelimab products sold by Zenas and its affiliates worldwide, 5.5% of net sales by licensees in the United States, United Kingdom and European Union, 25% of certain royalty income on sales in other countries, and 25% of specified non-royalty income related to obexelimab. The agreement includes customary representations, covenants and a limit on certain indebtedness that can terminate on conditions such as a change of control.

Zenas BioPharma is registering 762,000 shares of its common stock to cover inducement stock option grants made to three employees under the employment inducement exemption of Nasdaq Rule 5635(c)(4). The filing omits Part I prospectus text under Rule 428(a) and confirms that the omitted documents will be delivered to the option recipients and that certain company reports are incorporated by reference, including the company’s annual report for the fiscal year ended December 31, 2024 and subsequent quarterly reports.

The filing discloses corporate governance protections: elimination of director liability to the extent permitted by DGCL Section 102(b)(7), indemnification powers under DGCL Section 145, indemnification agreements with directors and officers providing broader rights than statute, and directors’ and officers’ liability insurance. Exhibits include the Form of Inducement Option Award Agreement, the 2024 Equity Incentive Plan, counsel opinion and auditor consents.

Zenas BioPharma (ZBIO) reported a net loss of $52.2 million for the quarter and $85.8 million for the six months ended June 30, 2025, driven by higher research and development and general and administrative spending. Research and development expense was $43.0 million for the quarter versus $33.8 million a year earlier; total operating expenses for the quarter were $55.2 million. Revenue recognized was $10.0 million for the six months (sublicense with Zai), and no revenue was recognized in the quarter.

The company held $274.9 million of cash, cash equivalents and investments as of June 30, 2025 and management expects these resources to fund operations into the fourth quarter of 2026. Total assets were $293.1 million, total liabilities $53.5 million, and stockholders' equity $239.6 million. Accumulated deficit reached $473.2 million. Material agreements disclosed include a $50.0 million upfront payment from BMS and a $10.0 million upfront payment from Zai recognized in the period.