SC 13G: Zenas BioPharma, Inc.
Ticker: ZBIO · Form: SC 13G · Filed: Sep 25, 2024 · CIK: 1953926
Sentiment: neutral
Topics: sc-13g
AI Summary
SC 13G filing by Zenas BioPharma, Inc..
Risk Assessment
Risk Level: low
Filing Stats: 3,408 words · 14 min read · ~11 pages · Grade level 10.4 · Accepted 2024-09-25 18:00:11
Key Financial Figures
- $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
Filing Documents
- nea18-zenas_18883.htm (SC 13G) — 400KB
- 0001072613-24-000733.txt ( ) — 402KB
(a). Name
Item 1(a). Name of Issuer : Zenas BioPharma, Inc.
(b). Address
Item 1(b). Address of Issuer's Principal Executive Offices : 1000 Winter Street, North Building, Suite 1200, Waltham, MA 02451.
(a). Names
Item 2(a). Names of Persons Filing : NEA 18 Venture Growth Equity, L.P ("NEA 18 VGE"); NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"), which is the sole general partner of NEA 18 VGE; NEA 18 GP VGE, LLC ("NEA 18 VGE LLC"), which is the sole general partner of NEA Partners 18 VGE; and Ali Behbahani ("Behbahani"), Carmen Chang ("Chang"), Anthony A. Florence, Jr. ("Florence"), Mohamad Makhzoumi ("Makhzoumi"), Edward T. Mathers ("Mathers"), Scott D. Sandell ("Sandell"), Paul E. Walker ("Walker") and Rick Yang ("Yang") (together, the "Managers"). The persons named in this Item 2(a) are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
(b). Address
Item 2(b). Address or Principal Business Office or, if None, Residence : The address of the principal business office of NEA 18 VGE, NEA Partners 18 VGE, NEA 18 VGE LLC and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Behbahani, Chang, Makhzoumi, Walker and Yang is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence and Mathers is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011.
(c). Citizenship
Item 2(c). Citizenship : NEA 18 VGE and NEA Partners 18 VGE are limited partnerships organized under the laws of the State of Delaware. NEA 18 VGE LLC is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
(d). Title
Item 2(d). Title of Class of Securities : Common Stock, $0.0001 par value per share ("Common Stock").
(e). CUSIP
Item 2(e). CUSIP No. : 98937L105.
If
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 : Not applicable. CUSIP No.98937L105 13G Page 14 of 21 Pages
Ownership
Item 4. Ownership . (a) Amount Beneficially Owned: (i) NEA 18 VGE is the record owner of 2,613,948 shares of Common Stock as of September 16, 2024 (the "NEA 18 VGE Shares"). As the sole general partner of NEA 18 VGE, NEA Partners 18 VGE may be deemed to own beneficially the NEA 18 VGE Shares. As the sole general partner of NEA Partners 18 VGE, NEA 18 VGE LLC may be deemed to own beneficially the NEA 18 VGE Shares. As the individual managers of NEA 18 VGE LLC, each of the Managers also may be deemed to own beneficially the NEA 18 VGE Shares. (ii) By virtue of their relationship as affiliated entities, whose controlling entities have overlapping individual controlling persons, each of NEA 18 VGE, NEA Partners 18 VGE and NEA 18 VGE LLC may be deemed to share the power to direct the disposition and vote of the NEA 18 VGE Shares. (b) Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheet for each Reporting Person are calculated based on 39,792,381 shares of Common Stock reported by the Issuer to be outstanding as of September 16, 2024 upon the closing of the Issuer's initial public offering, as reported on its prospectus filed under Rule 424(b)(4) filed with the Securities and Exchange Commission on September 12, 2024. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: See Line 5 of cover sheets. (ii) shared power to vote or to direct the vote: See Line 6 of cover sheets. (iii) sole power to dispose or to direct the disposition of: See Line 7 of cover sheets. (iv) shared power to dispose or to direct the disposition of: See Line 8 of cover sheets. Each Reporting Person disclaims beneficial ownership of such Securities except for the shares, if any, such Reporting Person holds of record.
Ownership
Item 5. Ownership of Five Percent or Less of a Class . Not applicable.
Ownership
Item 6. Ownership of More than Five Percent on Behalf of Another Person . Not applicable.
Identification
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. CUSIP No.98937L105 13G Page 15 of 21 Pages
Identification
Item 8. Identification and Classification of Members of the Group . Not applicable. The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b).
Notice
Item 9. Notice of Dissolution of Group . Not applicable.
Certification
Item 10. Certification . By signing below each of the undersigned certifies that, to the best of its 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. Material to be Filed as Exhibits . Exhibit 1 – Agreement regarding filing of joint Schedule 13G. Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended. CUSIP No.98937L105 13G Page 16 of 21 Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Dated: September 25, 2024 NEA 18 VENTURE GROWTH EQUITY, L.P. By: NEA PARTNERS 18 VGE, L.P. General Partner By: NEA 18 VGE GP, LLC General Partner By: * Anthony A. Florence, Jr. Managing Partner and Co-Chief Executive Officer By: * Mohamad Makhzoumi Managing Partner and Co-Chief Executive Officer NEA PARTNERS 18 VGE, L.P. By: NEA 18 VGE GP, LLC General Partner By: * Anthony A. Florence, Jr. Managing Partner and Co-Chief Executive Officer By: * Mohamad Makhzoumi Managing Partner and Co-Chief Executive Officer NEA 18 VGE GP, LLC By: * Anthony A. Florence, Jr. Managing Partner and Co-Chief Executive Officer By: * Mohamad Makhzoumi Managing Partner and Co-Chief Executive Officer CUSIP No.98937L105 13G Page 17 of 21 Pages * Ali Behbahani * Carmen Chang * Anthony A. Florence, Jr. * Mohamad H. Makhzoumi * Edward T. Mathers * Scott D. Sandell * Paul Walker * Rick Yang */s/ Zachary Bambach Zachary Bambach As attorney-in-fact This Schedu