Zenas BioPharma Completes Asset Acquisition from 03 Life Sciences

TL;DR

Zenas BioPharma just bought assets from 03 Life Sciences, big move!

AI Summary

On September 2, 2025, Zenas BioPharma, Inc. announced the completion of its acquisition of certain assets from 03 Life Sciences. This transaction involved a material definitive agreement and the creation of a direct financial obligation for Zenas BioPharma. The company is incorporated in Delaware and its principal executive offices are located at 852 Winter Street, Suite 250, Waltham, MA.

Why It Matters

This acquisition signifies a strategic move by Zenas BioPharma to expand its asset portfolio, potentially impacting its future product pipeline and market position.

Risk Assessment

Risk Level: medium — The acquisition involves a material definitive agreement and the creation of a financial obligation, indicating significant financial commitment and potential integration risks.

Key Players & Entities

• Zenas BioPharma, Inc. (company) — Registrant
• 03 Life Sciences (company) — Seller of acquired assets
• September 2, 2025 (date) — Date of report and earliest event
• Delaware (jurisdiction) — State of incorporation
• 852 Winter Street, Suite 250, Waltham, MA (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ZBIO The Nasdaq Global Se
• $300 million — ates by licensees in exchange for up to $300 million in consideration consisting of, (a) $75
• $75 million — ion in consideration consisting of, (a) $75 million of which was paid on the closing date (

Filing Documents

• tm2524961d1_8k.htm (8-K) — 32KB
• tm2524961d1_ex99-1.htm (EX-99.1) — 25KB
• image_001.jpg (GRAPHIC) — 3KB
• 0001104659-25-085982.txt ( ) — 235KB
• zbio-20250902.xsd (EX-101.SCH) — 3KB
• zbio-20250902_lab.xml (EX-101.LAB) — 33KB
• zbio-20250902_pre.xml (EX-101.PRE) — 22KB
• tm2524961d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On September 2, 2025, Zenas BioPharma, Inc. ("Zenas" or the "Company") entered into a Revenue Participation Right Purchase and Sale Agreement (the "Agreement") with Royalty Pharma Investments 2019 ICAV ("RPI"), pursuant to which RPI purchased rights to certain revenue streams from (i) worldwide net sales of obexelimab and certain other related products (referred to herein, collectively, as obexelimab) by Zenas and its affiliates, (ii) net sales of obexelimab by licensees of Zenas and its affiliates in certain partnered territories, and (iii) non-sales based payments related to obexelimab owed to Zenas and its affiliates by licensees in exchange for up to $300 million in consideration consisting of, (a) $75 million of which was paid on the closing date (the "Initial Purchase Price"), (b) $75 million of which is payable following the achievement of certain milestones with respect to Zenas' INDIGO Phase 3 Trial of obexelimab for the treatment of patients with IgG4-Related Disease on or before a specified date, (c) $75 million of which is payable following receipt of marketing approval for obexelimab from the United States Food and Drug Administration (the "FDA") for the treatment of IgG4-Related Disease on or before a specified date and (d) $75 million of which is payable following receipt of marketing approval for obexelimab from the FDA for the treatment of systemic lupus erythematosus on or before a specified date. Pursuant to the Agreement, RPI purchased the right to receive, for each calendar quarter, (i) 5.5% of net sales of obexelimab products sold by Zenas and its affiliates worldwide, (ii) 5.5% of net sales of obexelimab products sold by licensees of Zenas and its affiliates in the United States, the United Kingdom and the European Union, (iii) 25% of royalty income payable to Zenas or any of its affiliates on sales of obexelimab products in countries other than the United States, the United Kingdom, and

01 Completion of Acquisition or

Item 2.01 Completion of Acquisition or Disposition of Assets The information in Item 1.01 is incorporated by reference into this Item 2.01.

03 Creation of a Direct Financial

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information in Item 1.01 is incorporated by reference into this Item 2.03.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On September 2, 2025, Zenas BioPharma, Inc. issued a press release announcing its entry into the Agreement with RPI. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press release issued by the Company on September 2, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ZENAS BIOPHARMA, INC. By: /s/ Jennifer Fox Name: Jennifer Fox Title: Chief Business Officer and Chief Financial Officer Date: September 2, 2025

View Full Filing

View this 8-K filing on SEC EDGAR