Zentalis Pharmaceuticals, Inc. (ZNTL) SEC Filings

Zentalis Pharmaceuticals, Inc. (ZNTL) reported that The Walters Group, a ten percent owner, purchased 4,335,000 shares of common stock in an open-market or private transaction at $3.50 per share on August 14, 2026. Following this purchase, The Walters Group directly holds 17,844,973 shares. William T. Walters and Susan B. Walters may be deemed to share voting and dispositive power over these shares but each reporting person disclaims Section 16 beneficial ownership except to the extent of any pecuniary interest.

Zentalis Pharmaceuticals, Inc. entered into an underwriting agreement with TD Securities (USA) LLC, Guggenheim Securities, LLC and Oppenheimer & Co. Inc. for a public offering of 23,000,000 shares of common stock at $3.50 per share under an effective Form S-3 shelf registration.

The company granted the underwriters a 30-day option to purchase up to 3,450,000 additional shares at the same public offering price, less underwriting discounts and commissions. Closing is expected on August 17, 2026, subject to customary conditions, and Zentalis estimates net proceeds of approximately $75.1 million after fees and expenses.

Zentalis plans to use the net proceeds, together with existing cash, cash equivalents and marketable securities, to fund clinical trials, preclinical studies, regulatory filings, manufacturing and a companion diagnostic, as well as pre-commercial activities, capital expenditures, working capital and other general corporate purposes.

Zentalis Pharmaceuticals, Inc. is conducting a primary offering of 23,000,000 shares of common stock at a public offering price of $3.50 per share, for gross proceeds of $80,500,000. Underwriters have a 30-day option to purchase up to 3,450,000 additional shares.

The company expects net proceeds of approximately $75.1 million (or $86.4 million if the option is fully exercised), to be used with existing cash to fund clinical trials, preclinical studies, regulatory filings, manufacturing, a companion diagnostic, pre-commercial activities, capital expenditures, working capital and other general corporate purposes.

Shares outstanding will increase from 71,668,568 as of June 30, 2026 to 94,668,568 (or 98,118,568 with full option exercise), resulting in immediate dilution to new investors: the as-adjusted net tangible book value rises from $2.00 to $2.31 per share, implying $1.19 per-share dilution at the offering price.

Zentalis is a clinical-stage biopharmaceutical company focused on azenosertib (ZN-c3), an investigational WEE1 inhibitor being studied in multiple ovarian cancer trials, including the DENALI Phase 2 program for potential accelerated approval and the ASPENOVA Phase 3 confirmatory trial. The company believes the financing, together with current cash, will fund operations into the first half of 2028.

Barclays PLC filed an amended Schedule 13G reporting its beneficial ownership in Zentalis Pharmaceuticals Inc. common stock. Barclays reports beneficial ownership of 2,263,328 shares of common stock, representing 3.17% of the class as of June 30, 2026.

Within this total, Barclays has 2,046,932 shares with sole voting and dispositive power and 216,396 shares with shared voting and dispositive power. The filing notes that Barclays now holds 5 percent or less of the class, and identifies Barclays Bank PLC, Barclays Capital Inc, and Barclays Capital Securities Ltd as relevant subsidiaries.

Zentalis Pharmaceuticals is conducting a primary offering of common stock and pre‑funded warrants to raise capital for its oncology pipeline. The company’s lead asset is azenosertib (ZN‑c3), a WEE1 inhibitor being developed for Cyclin E1‑positive platinum‑resistant ovarian cancer and other tumors.

The pre‑funded warrants have a de minimis exercise price of $0.001 per share and are exercisable any time after issuance, subject to ownership limits, but will not be listed for trading. Net proceeds, together with existing cash, will fund clinical trials, regulatory work, manufacturing, companion diagnostics, and general corporate purposes.

Zentalis’ common stock trades on the Nasdaq Global Market under the symbol ZNTL. As of June 30, 2026, it had 71,668,568 shares outstanding and net tangible book value of $143.6 million, or $2.00 per share. The last reported share price on August 12, 2026 was $4.29.

Zentalis Pharmaceuticals, Inc. is a clinical-stage oncology company focused on azenosertib (ZN-c3), a WEE1 inhibitor for Cyclin E1-positive platinum-resistant ovarian cancer. The program’s DENALI Part 2 trial is designed to support a potential accelerated approval, with Phase 3 ASPENOVA as the confirmatory trial.

For the quarter ended June 30, 2026, Zentalis reported a net loss of $42,286 thousand, or $0.59 per share, compared with $26,874 thousand a year earlier. Research and development expenses rose to $35,163 thousand, driven by a $7.0 million milestone to Recurium and higher DENALI/ASPENOVA costs, while general and administrative expenses were $9,228 thousand. For the first six months of 2026, net loss was $77,638 thousand.

As of June 30, 2026, Zentalis held $174.6 million in cash, cash equivalents and marketable securities, total assets of $215.3 million, and stockholders’ equity of $143.6 million, with 71.7 million common shares outstanding as of August 3, 2026. The company states it believes its cash resources will fund operations into late 2027 while it advances azenosertib, which has Fast Track Designation in Cyclin E1-positive PROC.

Zentalis Pharmaceuticals reported a Q2 2026 net loss of $42.3 million, or $0.59 per share, as operating expenses rose to $44.4 million, driven mainly by $35.2 million of research and development spending that included a $7.0 million milestone payment tied to commencing the ASPENOVA Phase 3 trial.

Cash, cash equivalents and marketable securities were $174.6 million as of June 30, 2026, compared with $245.9 million at December 31, 2025, and the company states this provides runway into late 2027. Working capital totaled $143.7 million.

Clinically, Zentalis is advancing azenosertib, an investigational WEE1 inhibitor, in ovarian cancer. Following a Type D meeting, the FDA raised no objections to the selected 400 mg once-daily 5:2 dosing in the registration-intended DENALI Phase 2 trial and acknowledged the DENALI Part 2 population could support an accelerated approval pathway, subject to data and the treatment landscape. Enrollment in DENALI Parts 2a and 2b is complete, Part 2c is enrolling, and topline Part 2 results are expected in the first half of 2027. The confirmatory ASPENOVA Phase 3 trial has begun dosing and is enrolling approximately 420 Cyclin E1-positive platinum-resistant ovarian cancer patients.

BlackRock, Inc. reports passive ownership of common stock of Zentalis Pharmaceuticals Inc. on a Schedule 13G. BlackRock and certain of its business units beneficially own 3,710,914 shares of Zentalis common stock, representing 5.2% of the class. Of these shares, 3,673,953 carry sole voting power and 3,710,914 carry sole dispositive power, with no shared voting or dispositive authority. Various underlying clients have rights to dividends or sale proceeds, but no single client exceeds five percent of Zentalis’s outstanding common shares.

Johnson David Michael reported acquisition or exercise transactions in this Form 4 filing.

Zentalis Pharmaceuticals director David Michael Johnson received an equity award rather than making an open-market trade. He was granted 57,100 restricted stock units under the company’s Non-Employee Director Compensation Program, each representing one share of common stock at no cash cost to him.

The units will vest on the earlier of June 16, 2027 or the next annual stockholder meeting, as long as he continues serving on the board through that date. Following this award, Johnson directly holds 307,521 shares of Zentalis common stock.