SCHEDULE: SR One Capital Boosts Zenas BioPharma Stake to 9.4%

SR One Capital Management and affiliated funds increased their beneficial ownership in Zenas BioPharma, Inc. to 9.4% through a recent private placement.

Summary

• SR One Capital Management and its affiliated funds (the "Reporting Persons") filed an Amendment No. 1 to their Schedule 13D, updating their beneficial ownership in Zenas BioPharma, Inc.
• The update follows Zenas BioPharma's private placement transaction, which closed on October 9, 2025.
• In this private placement, SR One Opportunities Fund I purchased 63,158 shares of Common Stock for $1,200,002.00.
• AMZL, LP purchased 63,157 shares of Common Stock for $1,199,983.00.
• Following these purchases, the Funds (SR One Capital Fund II Aggregator, AMZL, and SR One Opportunities Fund I) collectively beneficially own 5,037,854 shares of Zenas BioPharma Common Stock.
• This aggregate ownership represents 9.4% of Zenas BioPharma's outstanding Common Stock, calculated based on 53,420,343 shares outstanding.

Sentiment

Score: 7

Explanation: The filing details an increase in beneficial ownership by institutional investors through a private placement, which is generally viewed as a positive signal of confidence in the company. However, it is a purely informational filing regarding ownership and does not contain performance metrics or forward-looking operational guidance.

Positives

• SR One Capital Management and its affiliated funds increased their beneficial ownership in Zenas BioPharma, indicating continued confidence in the company.
• The participation of institutional investors like SR One Capital in the private placement provides Zenas BioPharma with additional capital.

Negatives

• The issuance of new shares in the private placement, including those purchased by SR One Capital affiliates, results in dilution for existing shareholders.

Risks

• Reporting Persons may dispose of or acquire additional shares of the Issuer depending on market conditions, their ongoing evaluation of the business, and other factors.

Future Outlook

The Reporting Persons acquired their shares for investment purposes and may dispose of or acquire additional shares of the Issuer depending on market conditions, their continuing evaluation of the business and prospects of the Issuer, and other factors. No present plans exist for extraordinary corporate transactions, changes in management, capitalization, or corporate structure.

Industry Context

This filing reflects an institutional investor's increased stake in a biopharmaceutical company, a common occurrence in the biotech sector where capital raises and strategic investments are frequent to fund research, development, and commercialization efforts.

Stakeholder Impact

• Shareholders: Existing shareholders experience dilution due to the issuance of new shares in the private placement.
• Company (Zenas BioPharma): Receives capital infusion from the private placement, strengthening its financial position.
• SR One Capital Management and Affiliates: Increased their investment and beneficial ownership in Zenas BioPharma.

Next Steps

• Reporting Persons may acquire additional securities of the Issuer or dispose of existing securities, depending on market conditions and their evaluation of the Issuer's business and prospects.

Key Dates

Keywords

Zenas BioPharma, SR One Capital, Private Placement, Schedule 13D, Beneficial Ownership, Biotech, Investment