8-K - Zenas BioPharma, Inc. | StockGist

AI Analysis

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Zenas BioPharma completed a $200 million convertible notes offering and a $100 million equity offering on March 31, 2026, to fund its clinical pipeline and potential commercial launch.

Key Takeaways

1The company issued $200 million aggregate principal amount of 2.50% convertible senior notes due 2032, with an initial conversion price of approximately $26.50 per share.

2Net proceeds from the convertible notes offering were approximately $193.7 million, and from the concurrent equity offering of 5 million shares at $20.00 per share were approximately $93.7 million.

3The company intends to use the combined net proceeds to support the planned U.S. commercial launch of obexelimab for IgG4-RD, if approved, and to advance its development pipeline, including orelabrutinib and ZB021 clinical trials.

4The notes are general, unsecured senior obligations, redeemable at the company's option on or after April 8, 2030, subject to specific conditions, and noteholders have repurchase rights upon a fundamental change.

5The notes include customary events of default, with a special interest remedy for certain reporting failures, and an initial maximum of 11.5 million shares of common stock may be issued upon conversion.

Current Report Details

Event Type

Material Agreement

Financing

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

| Entry into a Material Definitive Agreement | |---|---| On March 31, 2026, Zenas BioPharma, Inc. (the “Company”) completed its public offering (the “Convertibl

Material Agreement

$200.0M$1.0K$1.0K$26.50

2.03

. | Item 8.01 | Other Events | |---|---| Convertible Notes Offering On March 26, 2026, the Company entered into an underwriting agreement (the “Convertible Note

Financing

$200.0M$30.00$193.7M$20.00

9.01

| Financial Statements and Exhibits | |---|---| (d) Exhibits | Exhibit No. | Description | |---|---| | 1.1 | Underwriting Agreement, dated March 26, 2026, among

Exhibits Only

Transaction Details

Debt / Financing

Instrument: 2.50% Convertible Senior Notes due 2032
Principal: 200000000
Rate: 2.50% per year
Maturity: 2032-04-01
Use of Proceeds: To support the planned U.S. commercial launch of obexelimab for the treatment of IgG4-RD, if approved, and to advance its development pipeline, including funding its ongoing and planned orelabrutinib Phase 3 clinical trials for progressive multiple sclerosis and ZB021 Phase 1 and Phase 2 clinical development, as well as for working capital and other general corporate purposes

Exhibits (7)

1.1

EXHIBIT 1.1

1.2

EXHIBIT 1.2

4.1

EXHIBIT 4.1

4.2

EXHIBIT 4.2

5.1

EXHIBIT 5.1

5.2

EXHIBIT 5.2

8-K

FORM 8-K