SCHEDULE 13D: Zenas BioPharma CEO and Tellus BioVentures Disclose 5.0% Stake, Affirming Strategic Investment

Sentiment:

Beneficial Ownership Disclosure 6 June 2025 8:10 PM

Zenas BioPharma, Inc.'s CEO and Chairman, Leon O. Moulder, Jr., along with Tellus BioVentures, LLC, have filed a Schedule 13D disclosing a combined beneficial ownership of 5.0% of the company's common stock, held for general investment purposes.

Summary

Leon O. Moulder, Jr., Zenas BioPharma, Inc.'s Chief Executive Officer and Chairman, and Tellus BioVentures, LLC, have jointly filed a Schedule 13D.
As of May 30, 2025, Mr. Moulder beneficially owns 2,098,646 shares, representing 5.0% of the outstanding Common Stock.
This includes 266,155 shares held directly, 160,452 shares from exercisable options, and 1,672,039 shares held by Tellus BioVentures, LLC, where Mr. Moulder is the Managing Member.
Tellus BioVentures, LLC beneficially owns 1,672,039 shares, representing 4.0% of the outstanding Common Stock.
The shares were acquired through a combination of direct purchases, conversion of preferred stock and convertible notes, and equity awards related to Mr. Moulder's employment, utilizing personal funds and Tellus's working capital.
Between September 18, 2024, and February 18, 2025, the Reporting Persons purchased an aggregate of 125,000 shares in open-market transactions at prices ranging from $6.54 to $19.24 per share.
The Reporting Persons hold the securities for general investment purposes and may engage in discussions regarding the Issuer's governance, operations, strategic plans, and potential value enhancement.
The Reporting Persons are party to a Shareholders Agreement granting them certain registration rights, including demand and piggyback rights, which expire on the earlier of Rule 144 availability or September 12, 2027.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The filing indicates significant insider ownership by the CEO and an affiliated fund, including recent open-market purchases, suggesting strong confidence and alignment with shareholder interests. The stated purpose of general investment and potential strategic discussions for value enhancement are also positive signals. There are no explicit negative disclosures.

Positives

Significant insider ownership by the CEO and Chairman, Leon O. Moulder, Jr., and an associated investment fund, indicating strong alignment with shareholder interests.
Recent open-market purchases of 125,000 shares between September 2024 and February 2025 by the Reporting Persons, demonstrating continued confidence in the company.
The stated purpose of holding securities for "general investment purposes" suggests a long-term view.
The Reporting Persons reserve the right to engage in discussions about enhancing stockholder value through strategic alternatives, which could benefit other shareholders.

Risks

The Reporting Persons reserve the right to formulate future plans or proposals that could relate to or result in significant corporate transactions (e.g., mergers, asset sales, changes in management or board, changes in capitalization), which could introduce uncertainty or alter the company's strategic direction.
The value of the Reporting Persons' investment, and thus their influence, is subject to prevailing market, economic, and other conditions, which could impact their decisions to acquire or dispose of shares.

Future Outlook

The Reporting Persons hold the securities for general investment purposes and reserve the right to formulate future plans or proposals. They may engage in discussions with management, the Board, other stockholders, and third parties regarding the Issuer's governance, board composition, management, operations, business, assets, capitalization, financial condition, strategic plans, and future. These discussions may also include a review of options for enhancing stockholder value through various strategic alternatives (including acquisitions and divestitures) or operational or management initiatives. They may increase or decrease their investment based on market conditions and other factors.

Management Comments

"Mr. Moulder serves as the Chairman of the Issuer's Board of Directors and as its Chief Executive Officer. In such capacity, Mr. Moulder has influence over the corporate activities of the Issuer."
"The Reporting Persons hold the securities of the Issuer for general investment purposes."
"The Reporting Persons may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Common Stock or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer."

Industry Context

This filing is a standard disclosure of significant beneficial ownership by an insider and an associated investment fund in a biopharma company. Such filings are common and often signal confidence from key management figures, which can be viewed positively by the market, especially in the volatile biotechnology sector where long-term commitment from leadership is valued. The mention of potential strategic alternatives is typical for investment funds seeking to maximize value.

Comparison to Industry Standards

The beneficial ownership percentage of 5.0% by the CEO and an affiliated fund is a substantial stake, often considered a positive signal of alignment with shareholder interests, comparable to strong insider ownership seen in other growth-oriented biotech companies.
The open-market purchases by the Reporting Persons, particularly after the IPO, indicate a willingness to invest personal and fund capital at market prices, which is a stronger signal of confidence than simply holding shares from grants or conversions. This behavior is often seen in successful biotech ventures where management believes in the long-term potential.
The inclusion of standard registration rights in the Shareholders Agreement is typical for significant early-stage investors and founders in biotech companies, providing liquidity options post-IPO.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Shareholders Agreement	The Reporting Persons and certain other investors entered into a Fourth Amended and Restated Shareholders Agreement, dated May 3, 2024, which grants certain registration rights to holders of registrable securities.	May 3, 2024	Provides liquidity mechanisms for significant shareholders, including the CEO and an affiliated fund, through demand and piggyback registration rights, aligning their interests with the company's ability to facilitate share sales.

Related Party Transactions

Leon O. Moulder, Jr. (CEO and Chairman) and Tellus BioVentures, LLC (where Mr. Moulder is Managing Member) are the Reporting Persons, indicating a related party relationship.
Acquisition of shares by Mr. Moulder through restricted stock awards and stock options granted in connection with his employment.
Acquisition of shares by Tellus BioVentures, LLC and Mr. Moulder through purchases of ordinary shares, convertible preferred shares, and convertible promissory notes from Zenas BioPharma (Cayman) Limited (the predecessor entity).
The Shareholders Agreement, dated May 3, 2024, is between the Issuer and certain of its stockholders, including the Reporting Persons, granting them registration rights.

Stakeholder Impact

Shareholders: The significant beneficial ownership by the CEO and an affiliated fund, coupled with recent open-market purchases, may signal confidence and long-term commitment, potentially positively influencing investor sentiment. The stated intent to discuss value enhancement could lead to strategic actions beneficial to shareholders.
Management/Employees: The CEO's substantial stake and ongoing equity awards align his interests with the company's performance, potentially fostering stability and strategic direction.
Creditors: No direct impact mentioned, but strong insider commitment can indirectly signal stability.

Next Steps

Reporting Persons may acquire additional shares or dispose of existing shares of Common Stock or other securities of the Issuer.
Reporting Persons may engage in discussions with the Issuer's management, Board of Directors, other stockholders, and third parties regarding governance, board composition, management, operations, business, assets, capitalization, financial condition, strategic plans, and future of the Issuer.
Reporting Persons may review options for enhancing stockholder value through strategic alternatives (including acquisitions and divestitures) or operational or management initiatives.
Mr. Moulder's stock options will continue to vest, with 25% of his IPO option shares vesting on September 12, 2025, and the remainder vesting monthly over 36 months thereafter.
Registration rights under the Shareholders Agreement will remain in effect until the earlier of Rule 144 availability or September 12, 2027.

Key Dates

Date	Description
2019	Tellus purchased 1,000,000 ordinary shares of Zenas BioPharma (Cayman) Limited.
August 21, 2020	Zenas Cayman granted Mr. Moulder a restricted stock award of 39,250 ordinary shares.
August 26, 2020	Tellus purchased 8,686,000 ordinary shares of Zenas Cayman.
September 2020	Tellus purchased 1,428,571 Series Seed Convertible Preferred Shares of Zenas Cayman.
November 2020	Mr. Moulder purchased 941,088 Series A Convertible Preferred Shares of Zenas Cayman.
November 2021	Tellus purchased $5.0 million aggregate principal amount of convertible promissory notes from Zenas Cayman.
November 2022	Tellus converted convertible promissory notes into 3,230,268 Series B Preferred Shares; Mr. Moulder purchased 418,996 Series B Preferred Stock of Zenas Cayman.
July 2023	Zenas Cayman granted Mr. Moulder an option to purchase 308,069 ordinary shares.
August 2, 2023	Zenas Cayman de-registered in Cayman Islands and redomiciled to Delaware as Zenas BioPharma, Inc.
May 3, 2024	Fourth Amended and Restated Shareholders Agreement entered into.
June 2024	25% of Mr. Moulder's July 2023 option shares vested.
September 5, 2024	Issuer effected a 1-for-8.6831 reverse stock split.
September 6, 2024	Issuer's Registration Statement on Form S-1/A filed with the Commission (Exhibit 2 reference).
September 12, 2024	Vesting commencement date for Mr. Moulder's IPO option; also the date from which registration rights expire after three years.
September 16, 2024	Issuer's initial public offering (IPO) consummated; all Preferred Stock automatically converted to Common Stock.
September 18, 2024	Start date of open-market purchases by Reporting Persons.
February 18, 2025	End date of open-market purchases by Reporting Persons.
March 11, 2025	Issuer's definitive proxy statement relating to its 2025 annual meeting of stockholders filed (reference for 2024 Plan).
March 31, 2025	End of three months for which Issuer's Quarterly Report on Form 10-Q was filed.
May 15, 2025	Issuer's Quarterly Report on Form 10-Q filed with the SEC.
May 30, 2025	Date of event which requires filing of this statement (beneficial ownership calculation date).
June 6, 2025	Date of filing of this Schedule 13D and Joint Filing Agreement.
September 12, 2025	25% of Mr. Moulder's IPO option shares will vest.
September 12, 2027	Expiration date for certain registration rights under the Shareholders Agreement.

Recommendation

hold

Keywords

Zenas BioPharma, Schedule 13D, Beneficial Ownership, Insider Ownership, Leon O. Moulder Jr., Tellus BioVentures, Common Stock, SEC Filing, Investment Fund, Corporate Governance, Strategic Investment, Shareholder Agreement, Registration Rights, Biopharma

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