Zenas BioPharma Files Prospectus Supplement

TL;DR

Zenas BioPharma filed a prospectus supplement on 3/30/26. Offering details to come.

AI Summary

Zenas BioPharma, Inc. filed a 424B5 prospectus supplement on March 30, 2026, related to its previously filed registration statement. This filing is part of the process for offering securities, though specific details on the number of shares or price are not included in this document excerpt.

Why It Matters

This filing indicates Zenas BioPharma is actively moving forward with a securities offering, which could impact its capital structure and future operations.

Risk Assessment

Risk Level: low — This is a standard prospectus supplement filing, not indicating immediate operational or financial distress.

Key Numbers

• 333-290777 — File Number (Associated with the registration statement for this offering)

Key Players & Entities

• Zenas BioPharma, Inc. (company) — Filer of the 424B5 document
• 0001953926 (company) — CIK number for Zenas BioPharma, Inc.
• 2026-03-30 (date) — Filing date of the 424B5 prospectus supplement

FAQ

Key Financial Figures

• $0.0001 — 0 shares of our common stock, par value $0.0001 per share ("common stock"). Our commo
• $230.0 million — principal amount of $ 200.0 million (or $230.0 million if the underwriters in the Concurrent C
• $50 billion — tal addressable market of approximately $50 billion globally. Our core business strategy co
• $8 billion — United States, representing a potential $8 billion commercial opportunity in the United St
• $3 billion — United States, representing a potential $3 billion commercial opportunity in the United St

Filing Documents

• tm261753-10_424b5.htm (424B5) — 710KB
• tm261753d10_ex-filingfees.htm (EX-FILING FEES) — 25KB
• lg_zenasbiopharma-4clr.jpg (GRAPHIC) — 18KB
• 0001104659-26-036534.txt ( ) — 882KB
• tm261753d10_ex-filingfees_htm.xml (XML) — 5KB

Use of Proceeds

Use of Proceeds S-13 Dividend Policy S-14

Dilution

Dilution S-15 Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common Stock S-17 Description of Concurrent Convertible Notes Offering S-21

Underwriting

Underwriting S-23 Legal Matters S-34 Experts S-34 Where You Can Find More Information S-34 Incorporation of Certain Information by Reference S-35 Prospectus About This Prospectus 1 About The Company 3

Forward-Looking Statements

Forward-Looking Statements 6

Use of Proceeds

Use of Proceeds 8 Plan of Distribution 9

Description of Common Stock

Description of Common Stock 11 Description of Preferred Stock 12 Description of Warrants 13 Description of Debt Securities 14 Where You Can Find More Information 22 Incorporation of Certain Documents by Reference 23 Legal Matters 24 Experts 24 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of an automatic shelf registration statement on Form S-3ASR (File No. 333-290777) that we filed with the U.S. Securities and Exchange Commission (the "SEC") on October 8, 2025 , and which became automatically effective upon filing, as a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), using an automatic "shelf" registration process. Under this shelf registration process, we may, from time to time, sell common stock and other securities, including in this offering. This document contains two parts. The first part consists of this prospectus supplement, which provides you with specific information about this offering. The second part consists of the accompanying prospectus, which provides more general information, some of which may not apply to this offering. Generally, when we refer only to the "prospectus," we are referring to both parts combined. This prospectus supplement may add, update or change information contained in the accompanying prospectus. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus, or any documents incorporated by reference, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus, including the documents incorporated by reference therein. Information in any document we subsequently file that is incorporated by reference shall modify or supersede the information in this prospectus supplement, the accompanying prospectus and

View Full Filing

View this 424B5 filing on SEC EDGAR