[S-8] Zenas BioPharma, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

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.

Positive

• 762,000 shares authorized for inducement option awards, enabling the company to grant equity to recruit and retain key employees
• Registration relies on Nasdaq Rule 5635(c)(4), permitting timely inducement awards without prior shareholder approval
• Corporate governance includes explicit indemnification provisions and D&O insurance, which protect directors and officers

Negative

• The issuance of 762,000 shares may result in shareholder dilution; the filing does not disclose total shares outstanding or dilution percentage
• The registration does not include exercise prices, vesting schedules or identities beyond 'three employees', limiting assessment of cost and timing
• The filing acknowledges that indemnification for Securities Act liabilities may be unenforceable under SEC public policy

Insights

Securities Analyst

TL;DR: Registration of 762,000 shares is a routine inducement grant; materiality depends on company capitalization and option economics.

The registration documents a pool of 762,000 shares reserved for option grants to three employees under the Nasdaq inducement exemption, which permits immediate hiring incentives without stockholder approval. Absent information on total shares outstanding, exercise prices, vesting schedules or the dilution percentage, the immediate financial impact on EPS or ownership is indeterminate. The registration references existing disclosure documents by incorporation, which investors should review for balance sheet and outstanding share data.

Corporate Governance Expert

TL;DR: Indemnification provisions and D&O insurance are standard protections but transfer litigation cost risk to the company.

The filing confirms that the Restated Charter includes limits on director monetary liability consistent with DGCL Section 102(b)(7), and the company relies on Section 145 for indemnification authority. It also states the company has entered into broader indemnification agreements with officers and directors and maintains directors’ and officers’ liability insurance. The filing notes the SEC’s view that indemnification for Securities Act liabilities may be unenforceable, and the company reserves the right to seek judicial determination in such cases. These provisions reduce personal risk for management while potentially increasing corporate expense exposure if claims arise.

As filed with the Securities and Exchange Commission on August 12, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ZENAS BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

Delaware		93-2749244
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
852 Winter Street, Suite 250 Waltham, MA		02451
(Address of Principal Executive Offices)		(Zip Code)

Inducement Option Award Agreements

(Full titles of the plans)

Leon O. Moulder, Jr.

Chief Executive Officer

Zenas BioPharma, Inc.

852 Winter Street, Suite 250

Waltham, MA 02451

(Name and address of agent for service)

(857) 271-2954

(Telephone number, including area code, of agent for service)

Please send a copy of all communications to:

Thomas Danielski

Nicholas Roper

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199-3600

617-951-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		x		Smaller reporting company		x
				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 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

Zenas BioPharma, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an aggregate of 762,000 shares of its common stock, par value $0.0001 per share ( “Common Stock”) issuable upon the vesting, exercise and settlement of certain stock option grants by the Registrant to three employees of the Registrant, in each case in reliance on and pursuant to the employment inducement exemption under Rule 5635(c)(4) of The Nasdaq Stock Market Rules.

PART I

As permitted by Rule 428(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the employees to whom stock options were issued. These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents, which have been filed by the Registrant with the Commission, are incorporated herein by reference:

a. the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on March 11, 2025;

b. the Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2025, filed on May 15, 2025 and for the fiscal quarter ended June 30, 2025, filed on August 12, 2025;

c. the Current Report on Form 8-K filed on June 12, 2025 (except for portions of such reports which were furnished and not filed);

d. the information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 from the Registrant’s Definitive Proxy Statement on Schedule 14A for the 2025 Annual Meeting of Stockholders, filed on April 28, 2025; and

e. the description of the Registrant’s Common Stock which is contained in Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on March 11, 2025, including any amendments or reports filed for the purpose of updating such description.

All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information that are related to such items) prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference herein and to be part hereof from the date of filing of such reports and documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed report or document which also is incorporated or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

As permitted by Section 102(b)(7) of the DGCL, our restated certificate of incorporation (our “Restated Charter”) includes a provision to eliminate the personal liability of our directors and officers for monetary damages for breach of their fiduciary duties as directors, subject to certain exceptions. In addition, our Restated Charter and amended and restated bylaws provide that we are required to indemnify our officers and directors under certain circumstances, including those circumstances in which indemnification would otherwise be discretionary, and we are required to advance expenses to our officers and directors as incurred in connection with proceedings against them for which they may be indemnified, in each case except to the extent that the DGCL prohibits the elimination or limitation of liability of directors or officers for breaches of fiduciary duty.

Section 145(a) of the DGCL provides that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 145(b) of the DGCL provides that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

We have entered into indemnification agreements with our directors and with certain of our officers. These indemnification agreements provide broader indemnity rights than those provided under the DGCL and our Restated Charter. These indemnification agreements are not intended to deny or otherwise limit third-party or derivative suits against us or our directors or officers, but to the extent a director or officer were entitled to indemnity or contribution under the indemnification agreement, the financial burden of a third-party suit would be borne by us, and we would not benefit from derivative recoveries against the director or officer. Such recoveries would accrue to our benefit but would be offset by our obligations to the director or officer under the indemnification agreement.

We maintain directors’ and officers’ liability insurance for the benefit of our directors and officers.

Item 7.  Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit
4.1		Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 16, 2024 and incorporated herein by reference).
4.2		Amended and Restated Bylaws (previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 16, 2024 and incorporated herein by reference).
4.3*		Form of Inducement Option Award Agreement.
4.4		Zenas BioPharma, Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 4.6 to the registration statement on Form S-8 filed on September 16, 2024, File No. 333-282151).
5.1*		Opinion of Ropes & Gray LLP
23.1*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2*		Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1)
24.1*		Powers of Attorney (included on the signature page in Part II)
107*		Filing Fee Table.

* Filed herewith.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1)            To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)             To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)             To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii)           To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)             That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)            To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Massachusetts, on this 12th day of August, 2025.

ZENAS BIOPHARMA, INC.
By:	/s/ Leon O. Moulder, Jr.
	Name: Leon O. Moulder, Jr.
	Title: Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Leon O. Moulder, Jr. and Joseph Farmer, and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by Zenas BioPharma, Inc. and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

* * * *

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature		Title		Date
/s/ Leon O. Moulder, Jr. Leon O. Moulder, Jr.		Chief Executive Officer and Director (Principal Executive Officer)		August 12, 2025
/s/ Jennifer Fox Jennifer Fox		Chief Business Officer, Chief Financial Officer and Treasurer (Principal Accounting and Financial Officer)		August 12, 2025
/s/ Patricia Allen Patricia Allen		Director		August 12, 2025
/s/ James Boylan James Boylan		Director		August 12, 2025
Patrick Enright		Director		August 12, 2025
/s/ Tomas Kiselak Tomas Kiselak		Director		August 12, 2025
/s/ Hongbo Lu, Ph.D. Hongbo Lu, Ph.D.		Director		August 12, 2025
/s/ Jake Nunn Jake Nunn		Director		August 12, 2025
/s/ John Orloff, M.D.		Director		August 12, 2025
John Orloff, M.D.

FAQ

What securities did Zenas BioPharma (ZBIO) register?

The company registered 762,000 shares of common stock issuable upon vesting, exercise and settlement of inducement option awards to three employees.

Under what exemption were the option grants made?

The grants were made pursuant to the employment inducement exemption under Nasdaq Rule 5635(c)(4).

Which corporate documents are incorporated by reference into the registration?

The registration incorporates the company’s Annual Report for the fiscal year ended December 31, 2024 and subsequent quarterly reports, among other filings.

Does the filing describe indemnification for directors and officers?

Yes. The Restated Charter limits director monetary liability under DGCL Section 102(b)(7), the company cites indemnification authority under DGCL Section 145, has broader indemnification agreements with officers and directors, and maintains D&O insurance.

What exhibits are included with the Form S-8?

Exhibits include the Form of Inducement Option Award Agreement, the 2024 Equity Incentive Plan, counsel opinion of Ropes & Gray, and auditor consents.