Welcome to our dedicated page for Zenas BioPharma SEC filings (Ticker: ZBIO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Zenas BioPharma, Inc. (Nasdaq: ZBIO) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Zenas is a clinical-stage global biopharmaceutical company focused on therapies for autoimmune diseases, and its filings document key aspects of its business, including stock exchange listing details, financing arrangements, licensing agreements and clinical development updates.
Recent Form 8-K filings describe material events such as the revenue participation and funding agreement with Royalty Pharma related to obexelimab, under which Royalty Pharma will provide up to $300 million in consideration in exchange for specified royalty and revenue participation rights. Other 8-Ks detail the license agreement with InnoCare Pharma granting Zenas exclusive rights to develop, manufacture and commercialize orelabrutinib in the multiple sclerosis field globally and non-oncology indications outside certain territories, as well as rights to ZB021 and ZB022. Additional current reports cover private placement financings, adoption of the 2026 Inducement Plan for equity awards, and press releases furnishing quarterly financial results.
Through this page, users can review how Zenas reports its status as an emerging growth company, its listing of common stock on The Nasdaq Global Select Market under the symbol ZBIO, and the terms of material definitive agreements that shape its capital structure and pipeline strategy. Filings linked here include exhibits such as inducement equity plans, option and restricted stock unit agreements, subscription and registration rights agreements, and revenue participation contracts, which provide further detail on governance and compensation frameworks.
Stock Titan enhances these documents with AI-powered summaries that explain the significance of each filing in clear language. As new 8-Ks, 10-Qs, 10-Ks and other forms become available on EDGAR, they are incorporated so investors can quickly see how developments in obexelimab, orelabrutinib, ZB021 and ZB022, as well as financing and licensing transactions, are reflected in Zenas BioPharma’s official regulatory record.
Zenas BioPharma, Inc. completed two financings: a public offering of $200 million in 2.50% Convertible Senior Notes due 2032 and an equity offering of 5,000,000 common shares at $20.00 per share. The notes bear 2.50% annual interest, payable semiannually, and are convertible at an initial rate of 37.7358 shares per $1,000 of principal, with customary anti-dilution and make-whole adjustments. The company may redeem the notes after April 8, 2030 if stock price conditions are met, and holders have repurchase rights upon specified “Fundamental Change” events. Net proceeds were approximately $193.7 million from the notes and $93.7 million from the equity, which the company intends to use to support the planned U.S. commercial launch of obexelimab for IgG4-RD, advance its pipeline (including orelabrutinib and ZB021 trials), and for working capital and general corporate purposes. The company also reiterates previously disclosed risks, including that its auditors have expressed substantial doubt about its ability to continue as a going concern.
Zenas BioPharma is offering $200,000,000 aggregate principal amount of 2.50% convertible senior notes due 2032, with an underwriter option for up to $30,000,000 of additional notes. Interest accrues at 2.50% paid semi‑annually; maturity is April 1, 2032. The initial conversion rate is 37.7358 shares per $1,000 principal (approximately $26.50 per share). Conversions may be settled in cash, shares or a combination, and are permitted only upon specified triggers prior to January 1, 2032 and freely thereafter until maturity. The notes are unsecured senior obligations, effectively subordinated to secured debt and structurally subordinated to subsidiary liabilities. Expected net proceeds are approximately $193.7 million; intended uses include funding a potential U.S. commercial launch for obexelimab and advancing clinical programs.
Zenas BioPharma is registering a primary offering of 5,000,000 shares of common stock. The prospectus supplement states a public offering price of $20.00 per share for gross proceeds of $100,000,000 and estimated net proceeds to the company of approximately $94.0 million before expenses; the underwriters have a 30-day option to purchase an additional 750,000 shares.
The filing describes a concurrent public offering of 2.50% Convertible Senior Notes due 2032 in an aggregate principal amount of $200.0 million (or $230.0 million if the over-allotment is exercised). The supplement discloses recent positive Phase 3 topline results for obexelimab in IgG4-RD and a planned BLA submission in Q2 2026, and states the company expects the combined proceeds, existing cash, ATM sales and first tranche loan to fund operations into Q3 2028.
Zenas BioPharma is pursuing a securitized capital raise via an offering of convertible senior notes due 2032 and a concurrent equity offering. The company reported positive Phase 3 obexelimab results in IgG4-RD (56% reduction in risk of flare; Hazard Ratio 0.44, p=0.0005) and plans to submit a BLA in Q2 2026.
Earlier Phase 2 MoonStone RMS data showed a sustained reduction in new GdE T1 lesions through week 24. The company is advancing orelabrutinib into global Phase 3 programs (PriMroSe and Monarch) and expects to initiate additional IND-directed Phase 1 studies for ZB021 and ZB022 in 2026. Separately, Zenas entered a Loan Agreement providing for up to $250.0 million in term loans with an initial Tranche A of $75.0 million. The prospectus supplement describes conversion, redemption and repurchase features, ranking and material risks; offering size and many pricing fields are left blank in the provided excerpt.
Zenas BioPharma is offering shares of its common stock and is conducting a concurrent convertible notes offering. The prospectus supplement describes the proposed equity offering on an automatic shelf registration and a separate, concurrent public offering of convertible senior notes due 2032.
The company reported positive Phase 3 obexelimab results in January 2026 (Hazard Ratio 0.44, p=0.0005) and plans to submit a BLA for IgG4-RD in Q2 2026. It also reported confirmatory RMS Phase 2 data and expects topline SLE Phase 2 results in Q4 2026. On March 14, 2026, the company entered a loan agreement providing up to $250.0 million in term loans. The prospectus states intended uses of proceeds: support a potential U.S. commercial launch for obexelimab, advance orelabrutinib Phase 3 trials, fund ZB021 development, and for general corporate purposes.
Zenas BioPharma, Inc. will hold its 2026 Annual Meeting of Stockholders as a virtual-only event on May 11, 2026 at 8:00 a.m. Eastern Time. Stockholders of record as of March 12, 2026, when 57,371,044 common shares were outstanding, may participate and vote.
Two Class II directors, James Boylan and Patrick Enright, are nominated to serve until the 2029 annual meeting, while existing Class II director Tomas Kiselak will not stand for re‑election and the board will shrink by one seat. Stockholders are also asked to ratify Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026. The proxy describes board structure, committee responsibilities, director compensation and 2024–2025 pay for key executives, including CEO Leon O. Moulder Jr., President and COO Joseph L. Farmer, and Head of R&D and CMO Lisa von Moltke, M.D.
Zenas BioPharma, Inc. will hold its 2026 Annual Meeting of Stockholders as a virtual-only event on May 11, 2026 at 8:00 a.m. Eastern Time. Stockholders of record as of March 12, 2026, when 57,371,044 common shares were outstanding, may participate and vote.
Two Class II directors, James Boylan and Patrick Enright, are nominated to serve until the 2029 annual meeting, while existing Class II director Tomas Kiselak will not stand for re‑election and the board will shrink by one seat. Stockholders are also asked to ratify Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026. The proxy describes board structure, committee responsibilities, director compensation and 2024–2025 pay for key executives, including CEO Leon O. Moulder Jr., President and COO Joseph L. Farmer, and Head of R&D and CMO Lisa von Moltke, M.D.
Zenas BioPharma presents a detailed 10-K describing its immunology-focused pipeline, led by obexelimab and orelabrutinib. Obexelimab, a bifunctional anti-CD19/FcγRIIb antibody, showed a 56% reduction in IgG4-related disease flare risk versus placebo in the Phase 3 INDIGO trial and is moving toward BLA and MAA submissions in 2026.
In relapsing multiple sclerosis, the Phase 2 MoonStone study showed a 95% relative reduction in new gadolinium-enhancing T1 lesions at weeks 8–12 versus placebo, with effects maintained through week 24 and a 40% drop in serum NfL. Zenas also highlights a broad early-stage I&I portfolio (including orelabrutinib, ZB021, ZB022, ZB002 and ZB004) plus regional programs and licensing deals with Xencor, InnoCare, Viridian, Zai Lab and Tenacia. The company has no approved products and no product sales to date.
Zenas BioPharma presents a detailed 10-K describing its immunology-focused pipeline, led by obexelimab and orelabrutinib. Obexelimab, a bifunctional anti-CD19/FcγRIIb antibody, showed a 56% reduction in IgG4-related disease flare risk versus placebo in the Phase 3 INDIGO trial and is moving toward BLA and MAA submissions in 2026.
In relapsing multiple sclerosis, the Phase 2 MoonStone study showed a 95% relative reduction in new gadolinium-enhancing T1 lesions at weeks 8–12 versus placebo, with effects maintained through week 24 and a 40% drop in serum NfL. Zenas also highlights a broad early-stage I&I portfolio (including orelabrutinib, ZB021, ZB022, ZB002 and ZB004) plus regional programs and licensing deals with Xencor, InnoCare, Viridian, Zai Lab and Tenacia. The company has no approved products and no product sales to date.
Zenas BioPharma reported wider losses for the fourth quarter and full year 2025 while advancing its autoimmune pipeline and securing new financing. For Q4 2025, total revenue was $0 compared with $5,000 (thousand) a year earlier, as prior license and collaboration revenue did not recur. Q4 total operating expenses rose to $237,984 (thousand), driven by $166,672 (thousand) of acquired in-process R&D, leading to a Q4 net loss of $240,442 (thousand) versus $52,604 (thousand) in Q4 2024.
For full year 2025, total revenue was $10,000 (thousand) versus $5,000 (thousand) in 2024, while total operating expenses more than doubled to $393,057 (thousand), including $171,672 (thousand) of acquired in-process R&D. Net loss for 2025 increased to $377,737 (thousand) from $156,988 (thousand) in 2024, with basic and diluted net loss per share of $8.44. Cash, cash equivalents and investments were $360,464 (thousand) as of December 31, 2025, and the company noted an accumulated deficit of $765,128 (thousand).
Operationally, Zenas highlighted positive Phase 3 INDIGO results for obexelimab in IgG4-related disease and plans to submit marketing applications to the FDA in Q2 2026 and the EMA in the second half of 2026. It expects topline data from the global Phase 2 SunStone trial of obexelimab in systemic lupus erythematosus in Q4 2026 and continues Phase 3 development of orelabrutinib in progressive multiple sclerosis, with a non-active secondary progressive MS trial expected to start in Q1 2026. The company is also progressing earlier-stage programs ZB021, ZB022 and ZB014 and has secured up to $250 million in non-dilutive, multi-tranche debt financing from Pharmakon to support commercialization and pipeline investment.
Zenas BioPharma reported wider losses for the fourth quarter and full year 2025 while advancing its autoimmune pipeline and securing new financing. For Q4 2025, total revenue was $0 compared with $5,000 (thousand) a year earlier, as prior license and collaboration revenue did not recur. Q4 total operating expenses rose to $237,984 (thousand), driven by $166,672 (thousand) of acquired in-process R&D, leading to a Q4 net loss of $240,442 (thousand) versus $52,604 (thousand) in Q4 2024.
For full year 2025, total revenue was $10,000 (thousand) versus $5,000 (thousand) in 2024, while total operating expenses more than doubled to $393,057 (thousand), including $171,672 (thousand) of acquired in-process R&D. Net loss for 2025 increased to $377,737 (thousand) from $156,988 (thousand) in 2024, with basic and diluted net loss per share of $8.44. Cash, cash equivalents and investments were $360,464 (thousand) as of December 31, 2025, and the company noted an accumulated deficit of $765,128 (thousand).
Operationally, Zenas highlighted positive Phase 3 INDIGO results for obexelimab in IgG4-related disease and plans to submit marketing applications to the FDA in Q2 2026 and the EMA in the second half of 2026. It expects topline data from the global Phase 2 SunStone trial of obexelimab in systemic lupus erythematosus in Q4 2026 and continues Phase 3 development of orelabrutinib in progressive multiple sclerosis, with a non-active secondary progressive MS trial expected to start in Q1 2026. The company is also progressing earlier-stage programs ZB021, ZB022 and ZB014 and has secured up to $250 million in non-dilutive, multi-tranche debt financing from Pharmakon to support commercialization and pipeline investment.
Entities associated with Zenas BioPharma director Hongbo Lu reported an open-market purchase of company stock. On February 11, 2026, NEXTBio Master Fund LP or NEXTBio Evergreen LLC bought 25,985 shares of Zenas BioPharma, Inc. common stock at $22.50 per share, in a transaction reported as an indirect holding for Lu.
Following this trade, the filing shows 347,968 shares of Zenas BioPharma common stock beneficially owned indirectly. The footnotes state the shares are held by NEXTBio investment entities and that Lu and related management entities may be deemed indirect beneficial owners, with beneficial ownership disclaimed except for any pecuniary interest.