SCHEDULE: Zenas BioPharma CEO Moulder Boosts Stake to 5.16%
Beneficial Ownership Report
Zenas BioPharma's CEO and Chairman, Leon O. Moulder, Jr., along with affiliated entities, reported an aggregate beneficial ownership of 5.159% of the company's common stock, following recent open-market purchases and a private placement.
Summary
- Leon O. Moulder, Jr., Zenas BioPharma's CEO and Chairman, along with Tellus BioVentures, LLC and Leon O. Moulder, Jr. Revocable Trust, collectively beneficially own 2,806,792 shares, representing 5.159% of the company's common stock.
- This ownership includes 366,155 shares held directly by Mr. Moulder, 731,670 shares underlying exercisable stock options, 1,672,039 shares held by Tellus BioVentures, LLC, and 36,928 shares held by the Trust.
- The percentage of class is calculated based on 53,679,166 shares outstanding as of September 30, 2025, plus the 731,670 exercisable options.
- Recent transactions include Mr. Moulder's purchase of 100,000 shares in open-market transactions between January 7-9, 2026, at prices ranging from $15.82 to $16.87 per share.
- The Trust also participated in a private placement on October 7, 2025, purchasing 36,928 shares at $20.85 per share for a total of $769,948.80.
- The Reporting Persons hold these securities for general investment purposes and may adjust their holdings based on market conditions and other factors.
Sentiment
Score: 7
Explanation: The filing indicates strong insider confidence through significant beneficial ownership and recent open-market purchases and private placement participation by the CEO and affiliated entities. This suggests a positive outlook from key management, although it is a routine ownership disclosure rather than a performance report.
Positives
- Significant insider ownership by the CEO and Chairman, Leon O. Moulder, Jr., and affiliated entities, totaling 5.159% of the common stock, which aligns management interests with shareholders.
- Recent open-market purchases by Mr. Moulder (100,000 shares between January 7-9, 2026, at $15.82-$16.87) indicate confidence in the company's valuation.
- Participation of the Trust in a private placement (36,928 shares at $20.85) further demonstrates commitment and investment at a premium to the recent open-market purchases.
- The historical investment by Tellus BioVentures, LLC, an early-stage life sciences investment fund, suggests a long-term strategic interest in the company.
Future Outlook
The Reporting Persons hold the securities for general investment purposes and reserve the right to formulate future plans or proposals related to the Issuer's governance, board composition, management, operations, business, assets, capitalization, financial condition, strategic plans, and future. They may engage in discussions with management, the Board, other stockholders, or third parties regarding these matters, including strategic alternatives like acquisitions and divestitures or operational initiatives to enhance stockholder value. They may also 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, a Schedule 13D, primarily reports a significant beneficial ownership stake by the CEO and affiliated entities. In the life sciences industry, insider ownership can be viewed positively as it signals management's confidence in the company's long-term prospects and aligns their interests with those of other shareholders. The participation in a private placement and recent open-market purchases by the CEO suggest a belief in the company's current valuation and future potential, which is a common indicator investors look for in growth-oriented sectors like biopharma.
Comparison to Industry Standards
- The beneficial ownership of 5.159% by the CEO and affiliated entities is a notable stake, often considered a strong indicator of insider confidence, especially for a publicly traded biopharma company. A stake over 5% by a key executive group is generally seen as substantial.
- The participation in a private placement at $20.85 per share by the Trust, alongside institutional investors at $19.00 per share, suggests a valuation benchmark set by sophisticated investors. This can be compared to recent funding rounds or market valuations of comparable early-stage or clinical-stage biopharma companies.
- The recent open-market purchases by Mr. Moulder at prices ranging from $15.82 to $16.87, below the PIPE price, could indicate a belief that the stock is undervalued at these levels, or simply a continued accumulation strategy, consistent with executives at other growth companies who see dips as buying opportunities.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Shareholders Agreement | Fourth Amended and Restated Shareholders Agreement grants registration rights to certain stockholders, including Reporting Persons, for their registrable securities. These rights include demand and piggyback registration rights. | May 3, 2024 | Enhances liquidity options for significant shareholders, including the CEO and affiliated entities, potentially facilitating future sales or increasing market float. |
| Registration Rights Agreement | PIPE Registration Rights Agreement requires the Issuer to file a registration statement for the resale of shares purchased in the Private Placement by PIPE Investors. | October 7, 2025 | Provides liquidity for PIPE investors, including the Trust, and ensures compliance with private placement terms, potentially increasing the tradable float of the stock. |
Related Party Transactions
- Leon O. Moulder, Jr. (CEO and Chairman) is a Reporting Person.
- Tellus BioVentures, LLC, where Mr. Moulder is the Managing Member, is a Reporting Person.
- Leon O. Moulder, Jr. Revocable Trust, where Mr. Moulder is the Trustee, is a Reporting Person.
- The Trust purchased 36,928 shares in the Private Placement at $20.85 per share for $769,948.80.
- Mr. Moulder received stock options as part of his employment compensation.
Stakeholder Impact
- Shareholders: Increased insider ownership by the CEO and affiliated entities may be viewed positively, signaling confidence and aligning management interests. The registration rights agreements provide liquidity pathways for significant shareholders.
- Employees: Mr. Moulder's equity compensation aligns his interests with company performance. No direct impact on general employees is mentioned.
- Customers/Suppliers/Creditors: No direct impact mentioned in this ownership filing.
Next Steps
- The Issuer will prepare and file an initial registration statement (PIPE Registration Statement) within 15 days of the PIPE Closing (October 9, 2025) to register for resale the PIPE Shares.
- Mr. Moulder's option granted in June 2025 will vest 25% of shares on June 10, 2026, with the balance vesting monthly over 36 months.
- The Reporting Persons may acquire additional shares or dispose of existing shares in the future based on market conditions and strategic reviews.
- The Reporting Persons may engage in discussions regarding the Issuer's governance, management, operations, strategic plans, and potential strategic alternatives.
Key Dates
| Date | Description |
|---|---|
| 2019 | Tellus purchased 1,000,000 ordinary shares of Zenas BioPharma (Cayman) Limited. |
| August 21, 2020 | Zenas BioPharma (Cayman) Limited granted Mr. Moulder a restricted stock award of 39,250 ordinary shares. |
| August 26, 2020 | Tellus purchased 8,686,000 ordinary shares of Zenas BioPharma (Cayman) Limited. |
| September 2020 | Tellus purchased 1,428,571 Series Seed Convertible Preferred Shares. |
| November 2020 | Mr. Moulder purchased 941,088 Series A Convertible Preferred Shares. |
| November 2021 | Tellus purchased $5.0 million aggregate principal amount of convertible promissory notes. |
| November 2022 | Tellus converted convertible promissory notes into 3,230,268 Series B Preferred Shares. |
| November 2022 | Mr. Moulder purchased 418,996 Series B Preferred Stock. |
| July 2023 | Zenas BioPharma (Cayman) Limited granted Mr. Moulder an option to purchase 308,069 ordinary shares. |
| August 2, 2023 | Zenas BioPharma (Cayman) Limited redomiciled from Cayman Islands to Delaware, becoming Zenas BioPharma, Inc. |
| May 3, 2024 | Fourth Amended and Restated Shareholders Agreement entered into. |
| September 5, 2024 | Issuer effected a 1-for-8.6831 reverse stock split. |
| September 12, 2024 | Vesting commencement date for IPO option grant to Mr. Moulder. |
| September 16, 2024 | All Preferred Stock automatically converted into Common Stock prior to IPO closing. |
| September 16, 2024 | Issuer's initial public offering (IPO) consummated. |
| September 18, 2024 February 18, 2025 | Reporting Persons purchased an aggregate of 125,000 shares of Common Stock in open-market transactions. |
| March 11, 2025 | Issuer's definitive proxy statement for 2025 annual meeting of stockholders filed. |
| June 2025 | Issuer granted Mr. Moulder an option to purchase 400,000 shares of Common Stock. |
| September 12, 2025 | 25% of the IPO option grant shares vested. |
| September 30, 2025 | End of the three months for which the Issuer's Quarterly Report on Form 10-Q was filed. |
| October 7, 2025 | Securities Purchase Agreement and PIPE Registration Rights Agreement entered into for the Private Placement. |
| October 9, 2025 | Private Placement (PIPE) closed. |
| November 12, 2025 | Issuer filed Quarterly Report on Form 10-Q for the three months ended September 30, 2025. |
| January 7, 2026 | Date of event which requires filing of this statement. |
| January 7, 2026 January 9, 2026 | Mr. Moulder purchased 100,000 shares of Common Stock in open-market transactions. |
| January 14, 2026 | Date of filing and Joint Filing Agreement. |
| June 10, 2026 | 25% of the June 2025 option grant shares will vest. |
| September 12, 2027 | Expiration of certain registration rights under the Shareholders Agreement. |
Recommendation
holdThe filing primarily details beneficial ownership and recent insider transactions, which are generally positive indicators of management confidence. However, it does not provide new operational or financial performance data that would warrant a 'buy' or 'sell' recommendation. The recent open-market purchases by the CEO, while positive, are balanced by the fact that the stock has seen a range of prices, and the PIPE investment was at a higher price. Without further operational or financial updates, a 'hold' recommendation is appropriate, acknowledging the positive insider sentiment while awaiting more comprehensive business performance data.
Keywords
Zenas BioPharma, ZBPH, Leon O. Moulder Jr., Schedule 13D, Beneficial Ownership, Insider Buying, Stock Options, Private Placement, PIPE, Biopharma, Life Sciences, SEC Filing, Investment Fund, Corporate Governance
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