InnoCare reports 10.4% passive Zenas BioPharma stake

InnoCare-affiliated entities disclose beneficial ownership of 7.0 million ZBIO shares, or 10.4% of the company’s common stock.

Rhea-AI Filing Summary

Zenas BioPharma, Inc. (ZBIO) received an amended Schedule 13G/A filing in which InnoCare Pharma Inc., Ocean Prominent Limited and InnoCare Pharma Limited report a passive ownership stake. The reporting group states beneficial ownership of 7,000,000 shares of Zenas BioPharma common stock held directly by InnoCare Pharma Inc., a wholly owned subsidiary of Ocean Prominent Limited, which is wholly owned by InnoCare Pharma Limited.

The stake represents 10.4% of Zenas BioPharma’s common stock, calculated from 65,176,723 shares outstanding as of July 31, 2026 plus 2,000,000 shares issued to InnoCare Pharma Inc. in a milestone-triggered private placement that closed on August 31, 2026. The reporting persons indicate shared voting and dispositive power over the 7,000,000 shares and disclaim status as a group for this amendment.

Key Figures

Shares beneficially owned: 7,000,000 shares Ownership percentage: 10.4% Shares outstanding baseline: 65,176,723 shares +3 more

6 metrics

Shares beneficially owned 7,000,000 shares Common stock of Zenas BioPharma reported by the InnoCare-affiliated entities

Ownership percentage 10.4% Percent of Zenas BioPharma common stock class beneficially owned

Shares outstanding baseline 65,176,723 shares Common stock outstanding as of July 31, 2026 used in the ownership calculation

Private placement shares to InnoCare Pharma Inc. 2,000,000 shares Common stock issued in a milestone-based private placement closed on August 31, 2026

Sole voting power 0 shares Shares over which the reporting persons have sole voting power

Shared voting power 7,000,000 shares Shares over which the reporting persons have shared voting power

Key Terms

beneficially owned, Schedule 13G/A, private placement, shared dispositive power, +1 more

5 terms

beneficially owned financial

"sets forth the aggregate number of shares of common stock of the Issuer beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Schedule 13G/A regulatory

"The Reporting Persons expressly disclaim status as a "group" for purposes of this /A"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

private placement financial

"2,000,000 shares of common stock issued to InnoCare Pharma Inc. in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

shared dispositive power financial

"Row 8 of each Reporting Person's cover page sets forth the shared power to dispose"

CUSIP financial

"CUSIP No.: 98937L105"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

FAQ

What ownership stake in ZBIO do the InnoCare-affiliated entities report?

They report beneficial ownership of 7,000,000 shares of Zenas BioPharma, Inc. common stock, representing 10.4% of the outstanding common stock based on the share count described in the filing.

How is the 10.4% ownership percentage in ZBIO calculated in this Schedule 13G/A?

The 10.4% is based on the sum of 65,176,723 shares of common stock outstanding as of July 31, 2026 and 2,000,000 shares issued to InnoCare Pharma Inc. in a milestone-based private placement that closed on August 31, 2026.

Which entities are the reporting persons in this ZBIO Schedule 13G/A amendment?

The reporting persons are InnoCare Pharma Inc., Ocean Prominent Limited and InnoCare Pharma Limited. InnoCare Pharma Inc. directly holds the ZBIO shares and is wholly owned by Ocean Prominent Limited, which is wholly owned by InnoCare Pharma Limited.

Do the reporting persons have sole or shared voting power over the ZBIO shares?

They report 0 shares with sole voting power and 7,000,000 shares with shared voting power, and similarly 0 shares with sole dispositive power and 7,000,000 shares with shared dispositive power.

What transaction added shares to the ZBIO ownership base used in this filing?

The base includes 2,000,000 shares of Zenas BioPharma common stock issued to InnoCare Pharma Inc. in a private placement that closed on August 31, 2026 upon achievement of a milestone.

Do the reporting persons claim to be a group in this ZBIO Schedule 13G/A?

They identify themselves collectively as the reporting persons but state that they expressly disclaim status as a “group” for purposes of this amendment.

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Available on EDGAR 09/08/2026 - 06:50 AM Accepted by SEC EDGAR 09/08/2026 - 06:49 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Zenas BioPharma, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

98937L105

(CUSIP Number)

08/26/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 98937L105

1

Names of Reporting Persons

InnoCare Pharma Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,000,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.4 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): 98937L105

1

Names of Reporting Persons

Ocean Prominent Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,000,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 98937L105

1

Names of Reporting Persons

InnoCare Pharma Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,000,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Zenas BioPharma, Inc.
(b)	Address of issuer's principal executive offices: 852 WINTER STREET, SUITE 250, WALTHAM, MASSACHUSETTS 02451
Item 2.
(a)	Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") are: InnoCare Pharma Inc. Ocean Prominent Limited InnoCare Pharma Limited The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G/A.
(b)	Address or principal business office or, if none, residence: 103 Carnegie Center, Suite 209 Princeton, NJ 08540
(c)	Citizenship: InnoCare Pharma Inc. Delaware Ocean Prominent Limited British Virgin Islands InnoCare Pharma Limited Cayman Islands
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 98937L105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated herein by reference. The Reporting Persons' ownership of the Issuer's securities consists of 7,000,000 shares of common stock directly held by InnoCare Pharma Inc. InnoCare Pharma Inc. is a wholly owned subsidiary of Ocean Prominent Limited, which is a wholly owned subsidiary of InnoCare Pharma Limited.
(b)	Percent of class: Row 11 of each Reporting Person's cover page to this Schedule 13G/A sets forth the percentage of the common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The percentage set forth in each row 11 is based upon the sum of (i) 65,176,723 shares of common stock outstanding as of July 31, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 13, 2026 and (ii) 2,000,000 shares of common stock issued to InnoCare Pharma Inc. in a private placement which closed on August 31, 2026 upon achievement of a milestone.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

InnoCare Pharma Inc.

Signature:	/s/ Jisong Cui
Name/Title:	By Jisong Cui, Chairperson and CEO
Date:	09/02/2026

Ocean Prominent Limited

Signature:	/s/ Jisong Cui
Name/Title:	By Jisong Cui, Director
Date:	09/02/2026

InnoCare Pharma Limited

Signature:	/s/ Jisong Cui
Name/Title:	By Jisong Cui, Director
Date:	09/02/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on October 15, 2025).