SCHEDULE: Zenas BioPharma CEO Boosts Stake via Private Placement

Zenas BioPharma's CEO, Leon O. Moulder, Jr., and affiliated entities increased their beneficial ownership to 4.8% following a private placement that closed on October 9, 2025.

Summary

• Leon O. Moulder, Jr., Zenas BioPharma's CEO and Chairman, along with Tellus BioVentures, LLC and Leon O. Moulder, Jr. Revocable Trust, collectively reported beneficial ownership of 2,594,662 shares of Zenas BioPharma, Inc. common stock, representing 4.8% of the class.
• This filing is an Amendment No. 1 to the initial Schedule 13D filed on June 6, 2025.
• The increase in ownership is primarily due to the Leon O. Moulder, Jr. Revocable Trust's participation in a private placement (PIPE).
• The Trust purchased 36,928 shares of common stock at $20.85 per share, totaling $769,948.80, funded by trust assets.
• The private placement, which closed on October 9, 2025, also included institutional investors purchasing 6,262,112 shares at $19.00 per share and other director and officer investors purchasing 48,918 shares at $20.85 per share.
• The total number of common stock shares outstanding used for Mr. Moulder's percentage calculation is 54,040,883, which includes shares from the Q2 2025 10-Q, InnoCare Pharma Inc. issuance, PIPE shares, and Mr. Moulder's exercisable options.

Sentiment

Score: 7

Explanation: The filing indicates increased insider ownership and a successful capital raise through a private placement, which are generally positive signals. The participation of the CEO and affiliated entities, even at a slightly higher price than institutional investors for some shares, suggests confidence. However, it's a compliance filing, not an operational update, so the sentiment is moderately positive rather than strongly so.

Positives

• Increased insider ownership by CEO Leon O. Moulder, Jr. and affiliated entities, signaling confidence in the company's future.
• Successful completion of a private placement, raising capital for the company.
• Participation of Director and Officer Investors in the private placement alongside institutional investors.

Risks

• Reporting Persons reserve the right to formulate future plans that could include changes in governance, board composition, management, operations, business, assets, capitalization, financial condition, strategic plans, and future of the Issuer, which could introduce uncertainty.
• The Reporting Persons may increase or decrease their investment in the Issuer at any time, depending on market conditions and other factors, which could impact stock price volatility.

Future Outlook

The Reporting Persons hold the securities for general investment purposes and reserve the right to formulate future plans or proposals concerning the Issuer's governance, board composition, management, operations, business, assets, capitalization, financial condition, strategic plans, and future. They may also acquire or dispose of additional securities depending on market conditions and other factors.

Management Comments

• Mr. Moulder is the Managing Member of Tellus and may be deemed to have sole voting and dispositive power over the shares held by Tellus, and Mr. Moulder is a trustee of the Trust and may be deemed to have sole voting and dispositive power of the shares held by the Trust.
• Mr. Moulder, in his capacity as Chief Executive Officer of the Issuer, may be entitled to receive cash compensation and equity compensation, including stock option or other equity awards, including pursuant to the Issuer's 2024 Equity Incentive Plan.

Industry Context

This filing indicates an insider's increased stake and the completion of a private placement, which is a common method for biotechnology or biopharma companies like Zenas BioPharma to raise capital for research, development, and operational expenses. The participation of institutional investors and company insiders in the PIPE suggests a degree of confidence in the company's prospects within the competitive biopharma sector.

Comparison to Industry Standards

• The private placement structure, involving both institutional and insider participation, is a standard capital-raising mechanism in the biopharma industry, often used to fund clinical trials or product development.
• The pricing differential between institutional investors ($19.00) and director/officer investors ($20.85) for the PIPE shares is notable. While not explicitly explained, such differences can occur due to various factors, including negotiation dynamics, perceived risk, or specific terms for insider participation.
• The filing of a Schedule 13D/A to update beneficial ownership after a significant transaction like a PIPE is standard regulatory compliance for insiders crossing the 5% ownership threshold.

Corporate Governance

Related Party Transactions

• Leon O. Moulder, Jr., the Issuer's CEO and Chairman, is a Reporting Person.
• The Leon O. Moulder, Jr. Revocable Trust, for which Mr. Moulder is a trustee, purchased 36,928 shares in the private placement for $769,948.80.
• Tellus BioVentures, LLC, for which Mr. Moulder is the Managing Member, holds 1,672,039 shares.
• Mr. Moulder may receive cash and equity compensation, including stock options, from the Issuer.

Stakeholder Impact

• Shareholders: The private placement dilutes existing shareholders but brings in new capital. Increased insider ownership may be viewed positively as a sign of confidence. The registration rights agreement will facilitate future liquidity for PIPE investors.
• Management/Board: The CEO and Chairman, Leon O. Moulder, Jr., has increased his stake, reinforcing his alignment with shareholder interests.
• Investors (PIPE): These investors gained shares in the company and have registration rights to facilitate future resale.

Next Steps

• The Issuer will prepare and file an initial registration statement (PIPE Registration Statement) with the Commission within 15 days of the PIPE Closing to register the PIPE Shares for resale.
• Reporting Persons may engage in future discussions with management, the Board, or other stockholders regarding the Issuer's governance, operations, strategic plans, and potential acquisitions or divestitures.
• Reporting Persons may acquire additional shares or dispose of existing securities in the future.

Key Dates

Recommendation

The filing primarily details an update to beneficial ownership following a private placement. While insider participation in a capital raise is generally a positive signal of confidence, the filing itself does not provide new operational or financial performance data to warrant a 'buy' or 'sell' recommendation. The capital raise was previously announced, and this 13D merely updates the ownership structure. Investors should hold and await further operational updates or financial results to make a more informed decision.

Keywords

Zenas BioPharma, Schedule 13D, Beneficial Ownership, Leon O. Moulder Jr., Private Placement, PIPE, Insider Ownership, Equity Investment, Biopharma, SEC Filing