Zenas BioPharma Files Free Writing Prospectus

TL;DR

Zenas BioPharma just dropped an FWP on 3/27/26. Looks like they're raising cash.

AI Summary

Zenas BioPharma, Inc. filed a Free Writing Prospectus (FWP) on March 27, 2026. This filing is related to a registration statement with file number 333-290777. The company is involved in the pharmaceutical preparations industry.

Why It Matters

This FWP filing indicates Zenas BioPharma is actively engaging in capital markets activities, potentially related to a securities offering or other financial transactions.

Risk Assessment

Risk Level: medium — FWP filings are often associated with securities offerings, which carry inherent market and execution risks.

Key Numbers

• 333-290777 — Registration File Number (Associated with the FWP filing)
• 2026-03-27 — Filing Date (Date the FWP was filed)

Key Players & Entities

• Zenas BioPharma, Inc. (company) — Subject of the filing
• 333-290777 (dollar_amount) — Related registration statement file number
• 2026-03-27 (dollar_amount) — Filing date

FAQ

Key Financial Figures

• $200.0 Million — Zenas BioPharma, Inc. Offerings of $200.0 Million Aggregate Principal Amount of 2.50% Con
• $0.0001 — ; refers to the common stock, par value $0.0001 per share, of Zenas. Issuer: Zenas B
• $22.16 — of the Common Stock on March 26, 2026: $22.16 Convertible Notes Offering Securiti
• $200.0 million — “Notes”) Offering Size: $200.0 million aggregate principal amount of Notes (or
• $230.0 million — aggregate principal amount of Notes (or $230.0 million aggregate principal amount if the under
• $6.0 million — the principal amount of the Notes, and $6.0 million in the aggregate (or $6.9 million in th
• $6.9 million — , and $6.0 million in the aggregate (or $6.9 million in the aggregate, if the underwriters o
• $193.7 million — le Notes Offering will be approximately $193.7 million (or approximately $222.8 million if the
• $222.8 million — mately $193.7 million (or approximately $222.8 million if the underwriters of the Convertible
• $71.5 million — vestments, as of December 31, 2025, the $71.5 million of net proceeds received to date in the
• $75.0 million — s under our ATM Program and proceeds of $75.0 million from the first tranche under the Loan A
• $1,000 — US98937LAA35 Denominations/Multiple: $1,000/$1,000 Initial Conversion Rate: 37.7
• $26.50 — nitial Conversion Price: Approximately $26.50 per share of Common Stock 2 Conversi
• $160.00 — dot; if the stock price is greater than $160.00 (subject to adjustment in the same mann
• $20.00 — Additional Shares”), or less than $20.00 (subject to adjustment in the same mann

Filing Documents

• tm2610054d1_fwp.htm (FWP) — 63KB
• tm2610054d1_fwpimg001.jpg (GRAPHIC) — 29KB
• 0001104659-26-035475.txt ( ) — 105KB

From the Filing

Filed Pursuant to Rule 433 Registration No. 333-290777 Issuer Free Writing Prospectus, dated March 26, 2026 PRICING TERM SHEET March 26, 2026 Zenas BioPharma, Inc. Offerings of $200.0 Million Aggregate Principal Amount of 2.50% Convertible Senior Notes due 2032 5,000,000 Shares of Common Stock The information in this pricing term sheet supplements (i) Zenas BioPharma, Inc.’s (“Zenas”) preliminary prospectus supplement, dated March 26, 2026 (the “Convertible Notes Preliminary Prospectus Supplement”), relating to an offering of convertible senior notes (the “Convertible Notes Offering”), and (ii) Zenas’s preliminary prospectus supplement, dated March 26, 2026 (the “Common Stock Preliminary Prospectus Supplement”), relating to an offering of Common Stock (the “Common Stock Offering”), and, in each case, the accompanying prospectus, dated October 8, 2025, each filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). This pricing term sheet supersedes the information in the Convertible Notes Preliminary Prospectus Supplement and the Common Stock Preliminary Prospectus Supplement to the extent inconsistent with the information in the Convertible Notes Preliminary Prospectus Supplement and Common Stock Preliminary Prospectus Supplement, respectively. Terms used, but not defined, in this pricing term sheet have the respective meanings set forth in the Convertible Notes Preliminary Prospectus Supplement and the Common Stock Preliminary Prospectus Supplement. As used in this pricing term sheet, “we,” “our” and “us” refer to Zenas and “Common Stock” refers to the common stock, par value $0.0001 per share, of Zenas. Issuer: Zenas BioPharma, Inc. Ticker/Exchange for Our Common Stock: “ZBIO” / The Nasdaq Global Select Market Last Reported Sale Price per Share of the Common Stock on March 26, 2026: $22.16 Convertible Notes Offering Securities: 2.50% Convertible Senior Notes due 2032 (the “Notes”) Offering Size: $200.0 million aggregate principal amount of Notes (or $230.0 million aggregate principal amount if the underwriters of the Convertible Notes Offering exercise their over-allotment option in full) Maturity Date: April 1, 2032, unless earlier converted, redeemed or repurchased Issue Price: 100% of principal amount per Note 1 Underwriting Discount: 3.0% of the principal amount of the Notes, and $6.0 million in the aggregate (or $6.9 million in the aggregate, if the underwriters of the Convertible Notes Offering exercise their over-allotment option in full) Interest: 2.50% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2026. In addition, special interest will accrue on the Notes in the circumstances described in the Convertible Notes Preliminary Prospectus Supplement under the caption “Description of Notes—Events of Default—Special Interest as Sole Remedy for Certain Reporting Defaults.” Trade Date: March 27, 2026 Settlement Date: T+2; March 31, 2026 Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the business day preceding the settlement date will be required, by virtue of the fact that the Notes initially will settle T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the business day preceding the settlement date should consult their own advisors. Use of Proceeds: We estimate that the net proceeds to us from the Convertible Notes Offering will be approximately $193.7 million (or approximately $222.8 million if the underwriters of the Convertible Notes Offering exercise their over-allotment option in full), in each case, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from the Convertible Notes Offering, together with the net proceeds from the concurrent Common Stock Offering, to support the planned U.S. commercial launch of obexelimab for the treatment of IgG4-RD, if approved, and to advance our development pipeline, including funding our ongoing and planned orelabrutinib Phase 3 clinical trials for progressive multiple sclerosis and ZB021 Phase 1 and Phase 2 clinical development, as well as for working capital and other general corporate purposes. Based on our current operating plans, we believe that the anticipated net proceeds from the Convertible Notes Offering, together with the net proceeds from the Common Stock Offering, our available c

View Full Filing

View this FWP filing on SEC EDGAR