SCHEDULE: Zenas BioPharma Investor Boosts Stake to 7.3%

Enavate Sciences and Zebra Aggregator increased their beneficial ownership in Zenas BioPharma to 7.3% following participation in a $120 million private placement.

Summary

• Enavate Sciences GP, LLC and Zebra Aggregator, LP (the "Reporting Persons") collectively beneficially own 3,919,159 shares of Zenas BioPharma, Inc. common stock, representing 7.3% of the class.
• The beneficial ownership percentage is calculated based on 53,421,343 shares outstanding, which includes 42,110,313 shares as of July 31, 2025, 5,000,000 shares from an October 7, 2025 private placement, and 6,311,030 shares from the October 2025 Private Placement.
• On October 9, 2025, Zenas BioPharma completed a private placement (the "October 2025 Private Placement") issuing 6,261,893 shares to institutional investors at $19.00 per share and 48,918 shares to directors and officers at $20.85 per share.
• Zebra Aggregator, LP purchased 157,800 shares of common stock in the October 2025 Private Placement for a total consideration of $2,998,200, funded by its working capital.
• In connection with the private placement, Zenas BioPharma entered into a Registration Rights Agreement on October 7, 2025, committing to file an initial registration statement within 15 days of the October 9, 2025 closing date, subject to certain allowable delays, to register the resale of the shares issued in the private placement.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the successful capital raise, which provides necessary funding for the company, and the increased stake by a significant investor, indicating continued confidence. However, this is balanced by the dilutive effect on existing shareholders.

Positives

• The company successfully completed a private placement, raising approximately $120 million in capital.
• A significant investor, Zebra Aggregator, LP, increased its stake in the company, demonstrating continued confidence.
• The capital infusion provides funding for the company's operations and strategic initiatives.

Negatives

• The issuance of new shares in the private placement results in dilution for existing shareholders.

Risks

• The Issuer's commitment to file a registration statement for resale of the private placement shares is subject to certain allowable delays, which could impact the liquidity for the PIPE investors.

Future Outlook

Zenas BioPharma is committed to filing an initial registration statement with the SEC within 15 days of the October 9, 2025 closing date, subject to certain allowable delays, to register for resale the shares issued in the October 2025 Private Placement.

Industry Context

This private placement and increased investor stake are common occurrences in the biotechnology and pharmaceutical sectors, where companies frequently raise capital to fund research, development, and clinical trials. Such transactions are crucial for sustaining operations and advancing product pipelines, often involving institutional investors and existing stakeholders.

Comparison to Industry Standards

• The private placement pricing of $19.00 per share for institutional investors and $20.85 for directors/officers suggests a market-based valuation, though without specific comparable company data or recent trading ranges, a direct assessment against industry benchmarks is limited.
• The commitment to file a registration statement for resale is a standard practice in PIPE (Private Investment in Public Equity) transactions, providing liquidity for the investors, aligning with typical industry agreements.

Corporate Governance

Related Party Transactions

• Zebra Aggregator, LP, a reporting person, purchased 157,800 shares for $2,998,200 in the October 2025 Private Placement.
• Certain directors and officers of Zenas BioPharma, Inc. purchased an aggregate of 48,918 shares at $20.85 per share in the October 2025 Private Placement.

Stakeholder Impact

• Shareholders: Experience dilution due to the issuance of new shares, but the capital raise strengthens the company's financial position.
• Investors (PIPE Investors): Gain shares in the company and will have a path to liquidity through the upcoming registration statement, subject to market conditions.
• Company: Receives significant capital infusion to fund operations and strategic initiatives.

Next Steps

• Zenas BioPharma is obligated to file an initial registration statement with the SEC within 15 days of October 9, 2025, to register the resale of shares issued in the October 2025 Private Placement.

Key Dates

Recommendation

The filing details a significant capital raise and an increase in beneficial ownership by a key investor, which are generally positive for a company's financial stability and investor confidence. However, the issuance of new shares results in dilution for existing shareholders. Without further information on the company's operational performance, pipeline progress, or market valuation, this filing primarily provides an update on financing and ownership structure. A 'hold' recommendation reflects the balanced impact of capital infusion and dilution, suggesting no immediate strong catalyst for a 'buy' or 'sell' based solely on this ownership update.

Keywords

Zenas BioPharma, private placement, beneficial ownership, Schedule 13D, Enavate Sciences, Zebra Aggregator, common stock, PIPE, capital raise, registration rights