Zenas BioPharma Files S-1/A for IPO
Ticker: ZBIO · Form: S-1/A · Filed: Sep 6, 2024 · CIK: 1953926
Sentiment: neutral
Topics: ipo, pharmaceutical, sec-filing
TL;DR
Zenas BioPharma just filed an S-1/A for its IPO. Get ready for some pharma action.
AI Summary
Zenas BioPharma, Inc. filed an S-1/A amendment on September 6, 2024, for its initial public offering. The company, previously known as Zenas BioPharma (Cayman) Ltd, is incorporated in Delaware and operates in the pharmaceutical preparations sector. The filing details its principal executive offices located at 1000 Winter Street, Suite 1200, Waltham, MA 02451, with a business phone number of 857-271-2954.
Why It Matters
This S-1/A filing is a crucial step for Zenas BioPharma as it moves towards becoming a publicly traded company, potentially raising capital for its pharmaceutical development pipeline.
Risk Assessment
Risk Level: medium — As a pharmaceutical company pursuing an IPO, Zenas BioPharma faces inherent risks related to drug development, regulatory approval, and market competition.
Key Numbers
- 333-281713 — SEC File Number (Identifies the specific registration statement with the SEC.)
- 2834 — SIC Code (Indicates the company operates in the Pharmaceutical Preparations industry.)
Key Players & Entities
- Zenas BioPharma, Inc. (company) — Registrant
- September 6, 2024 (date) — Filing Date
- 333-281713 (registration_number) — SEC File Number
- 1000 Winter Street, Suite 1200, Waltham, MA 02451 (address) — Principal Executive Offices
- 857-271-2954 (phone_number) — Business Phone
- Zenas BioPharma (Cayman) Ltd (company) — Former Company Name
- November 8, 2022 (date) — Date of Name Change
- Leon O. Moulder, Jr. (person) — Chief Executive Officer
FAQ
What is the purpose of this S-1/A filing?
This is an Amendment No. 1 to the Form S-1 Registration Statement filed by Zenas BioPharma, Inc. to register securities for its initial public offering.
When was this amendment filed?
This amendment was filed with the Securities and Exchange Commission on September 6, 2024.
What is Zenas BioPharma's primary business?
Zenas BioPharma operates in the Pharmaceutical Preparations industry, as indicated by its SIC Code 2834.
Where are Zenas BioPharma's principal executive offices located?
The principal executive offices are located at 1000 Winter Street, North Building, Suite 1200, Waltham, MA 02451.
What was Zenas BioPharma's former name?
The former name of the company was Zenas BioPharma (Cayman) Ltd, with a date of name change on November 8, 2022.
Filing Stats: 4,496 words · 18 min read · ~15 pages · Grade level 16.5 · Accepted 2024-09-06 06:10:47
Key Financial Figures
- $16.00 — l public offering price will be between $16.00 and $18.00 per share. We have applied
- $18.00 — fering price will be between $16.00 and $18.00 per share. We have applied to list our
- $50 billion — these four indications is approximately $50 billion in the aggregate in the U.S. alone. T
Filing Documents
- tm2332800-15_s1a.htm (S-1/A) — 4053KB
- tm2332800d16_ex1-1.htm (EX-1.1) — 236KB
- tm2332800d16_ex3-1.htm (EX-3.1) — 42KB
- tm2332800d16_ex3-2.htm (EX-3.2) — 75KB
- tm2332800d16_ex4-1.htm (EX-4.1) — 12KB
- tm2332800d16_ex4-2.htm (EX-4.2) — 594KB
- tm2332800d16_ex5-1.htm (EX-5.1) — 7KB
- tm2332800d16_ex10-14.htm (EX-10.14) — 41KB
- tm2332800d16_ex10-15.htm (EX-10.15) — 102KB
- tm2332800d16_ex10-16.htm (EX-10.16) — 21KB
- tm2332800d16_ex10-17.htm (EX-10.17) — 65KB
- tm2332800d16_ex10-18.htm (EX-10.18) — 83KB
- tm2332800d16_ex10-19.htm (EX-10.19) — 11KB
- tm2332800d16_ex10-20.htm (EX-10.20) — 97KB
- tm2332800d16_ex10-21.htm (EX-10.21) — 106KB
- tm2332800d16_ex10-22.htm (EX-10.22) — 102KB
- tm2332800d16_ex10-23.htm (EX-10.23) — 66KB
- tm2332800d16_ex10-26.htm (EX-10.26) — 83KB
- tm2332800d16_ex10-27.htm (EX-10.27) — 98KB
- tm2332800d16_ex21-1.htm (EX-21.1) — 3KB
- tm2332800d16_ex23-1.htm (EX-23.1) — 2KB
- tm2332800d16_ex-filingfees.htm (EX-FILING FEES) — 14KB
- lg_zenasbiopharma-4c.jpg (GRAPHIC) — 11KB
- fc_obexeli-4c.jpg (GRAPHIC) — 59KB
- pht_obexelimab-4c.jpg (GRAPHIC) — 45KB
- lc_lgg4rd-4c.jpg (GRAPHIC) — 75KB
- org_lgg4rd-4c.jpg (GRAPHIC) — 89KB
- lc_infusion-4c.jpg (GRAPHIC) — 55KB
- fc_indico-4c.jpg (GRAPHIC) — 41KB
- org_sclerosis-4c.jpg (GRAPHIC) — 83KB
- lc_suppression-4c.jpg (GRAPHIC) — 37KB
- org_sledisease-4c.jpg (GRAPHIC) — 88KB
- org_pathogenesis-4c.jpg (GRAPHIC) — 79KB
- ic_zenus-bwlr.jpg (GRAPHIC) — 2KB
- lg_zenasbiochinese-bwlr.jpg (GRAPHIC) — 2KB
- lg_zenasbiopharma-bwlr.jpg (GRAPHIC) — 6KB
- lg_chinazenasbiopha-bwlr.jpg (GRAPHIC) — 2KB
- lg_zenas-bwlr.jpg (GRAPHIC) — 2KB
- lg_newzenasbiophar-bwlr.jpg (GRAPHIC) — 2KB
- tm2332800d16_ex10-14img001.jpg (GRAPHIC) — 13KB
- tm2332800d16_ex10-19img001.jpg (GRAPHIC) — 15KB
- tm2332800d16_ex10-21img001.jpg (GRAPHIC) — 15KB
- tm2332800d16_ex10-22img001.gif (GRAPHIC) — 4KB
- tm2332800d16_ex5-1img001.jpg (GRAPHIC) — 2KB
- tm2332800d16_ex4-1img001.jpg (GRAPHIC) — 365KB
- tm2332800d16_ex4-1img002.jpg (GRAPHIC) — 205KB
- 0001104659-24-097538.txt ( ) — 7694KB
Underwriting
Underwriting Discounts and Commissions (1) Proceeds to Zenas BioPharma Per Share $ $ $ Total $ $ $ (1) See the section titled " Underwriters " for a description of the compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to an additional 1,764,000 shares of our common stock solely to cover over-allotments, if any. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to purchasers on , 2024. MORGAN STANLEY JEFFERIES CITIGROUP GUGGENHEIM SECURITIES , 2024 TABLE OF CONTENTS TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1 THE OFFERING 10 SUMMARY CONSOLIDATED FINANCIAL DATA 12
RISK FACTORS
RISK FACTORS 14 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 72 MARKET AND INDUSTRY DATA 74
USE OF PROCEEDS
USE OF PROCEEDS 75 DIVIDEND POLICY 76 CAPITALIZATION 77
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 82
BUSINESS
BUSINESS 102 MANAGEMENT 158 EXECUTIVE AND DIRECTOR COMPENSATION 167 Page CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 183 PRINCIPAL STOCKHOLDERS 188
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF CAPITAL STOCK 191 SHARES ELIGIBLE FOR FUTURE SALE 196 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK 199 UNDERWRITERS 203 LEGAL MATTERS 212 EXPERTS 212 WHERE YOU CAN FIND ADDITIONAL INFORMATION 212 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 Neither we nor the underwriters have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside of the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States. i TABLE OF CONTENTS PROSPECTUS SUMMARY This summary highlights information included elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should read and consider this entire prospectus carefully,