SCHEDULE: 5AM Funds Boost Zentalis Stake to 6.4%

5AM Opportunities II and Master Funds, along with managing members Andrew J. Schwab and Kush Parmar, report a combined 6.4% beneficial ownership in Zentalis Pharmaceuticals, Inc. following an at-the-market offering.

Summary

• 5AM Opportunities II (GP), LLC, 5AM Opportunities II, L.P., 5AM Opportunities (GP), LLC, 5AM Opportunities Master Fund L.P., Andrew J. Schwab, Kush Parmar, and Anna Yaeger are the reporting persons.
• The issuer is Zentalis Pharmaceuticals, Inc., with common stock, $0.001 par value per share.
• Andrew J. Schwab and Kush Parmar each beneficially own 4,838,571 shares, representing 6.4% of the common stock.
• This ownership includes 3,947,913 shares held directly by 5AM Opportunities II, L.P. (5.2% of class) and 890,658 shares held directly by 5AM Opportunities Master Fund L.P. (1.2% of class).
• The percentage of class is calculated based on 72,250,779 shares outstanding as of November 1, 2025, plus 3,928,571 shares issued to the reporting persons via an at-the-market (ATM) offering on December 18, 2025.
• The reporting persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
• The securities were not acquired for the purpose of changing or influencing control of the issuer, other than activities solely in connection with a nomination under Rule 14a-11.

Sentiment

Score: 7

Explanation: The filing indicates a significant beneficial ownership stake by 5AM Opportunities funds and their managing members, including shares acquired through an at-the-market offering. This suggests a positive investment thesis from a notable institutional investor.

Positives

• Increased beneficial ownership by institutional investors (5AM Opportunities funds) and their managing members, indicating confidence in Zentalis Pharmaceuticals, Inc.
• Andrew J. Schwab and Kush Parmar now beneficially own a significant 6.4% of the company's common stock.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The filing details the ownership structure where 5AM Opportunities II (GP), LLC is the general partner of 5AM Opportunities II, L.P., and 5AM Opportunities (GP), LLC is the general partner of 5AM Opportunities Master Fund L.P. Andrew J. Schwab and Kush Parmar are managing members of both GP entities, and Anna Yaeger is a managing member of 5AM Opportunities (GP), LLC. This establishes a clear relationship between the individuals and the funds in their beneficial ownership of Zentalis shares.

Stakeholder Impact

• Shareholders: Increased institutional ownership by a venture capital firm like 5AM Ventures could be viewed positively, potentially signaling confidence in the company's long-term prospects. The at-the-market (ATM) offering, while raising capital, also results in some dilution for existing shareholders.
• Company Management: The presence of a significant institutional investor may lead to increased scrutiny or engagement regarding strategic decisions and corporate performance.

Key Dates

Recommendation

The filing indicates a significant beneficial ownership stake by a reputable institutional investor, 5AM Opportunities, and its key personnel. This suggests a vote of confidence in Zentalis Pharmaceuticals. However, a Schedule 13G filing primarily reports ownership and does not provide comprehensive financial or operational details to warrant a 'buy' or 'sell' recommendation. The acquisition of shares through an ATM offering implies the company raised capital, which can be positive for operations but also causes dilution. Without further financial context, a 'hold' recommendation is prudent, acknowledging the positive signal of institutional investment while awaiting more detailed performance data.

Keywords

Zentalis Pharmaceuticals, ZNTL, 5AM Opportunities, Andrew J. Schwab, Kush Parmar, Anna Yaeger, Schedule 13G, beneficial ownership, common stock, institutional investment, at-the-market offering