---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-037821"
form_type: "8-K"
ticker: "ZBIO"
cik: "0001953926"
company_name: "Zenas BioPharma, Inc."
filed_at: "2026-03-31T23:59:59+00:00"
generated_at: "2026-05-15T08:15:24.230300+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Zenas BioPharma raises ~$287M via convertible notes and equity to fund pipeline and launch

## Summary
- Closed $200M aggregate principal of 2.50% Convertible Senior Notes due 2032; net proceeds ~$193.7M.
- Closed public equity offering of 5M shares at $20.00/share; net proceeds ~$93.7M.
- Combined net proceeds ~$287.4M; funds obexelimab launch (if approved), orelabrutinib Phase 3, ZB021 Phase 1/2, and working capital.
- Underwriters granted 30-day options: up to $30M additional notes and 750k additional shares.
- Company previously had going concern doubt; capital raise aims to address liquidity.

## SEC filing metadata
- accession: 0001104659-26-037821
- form_type: 8-K
- ticker: ZBIO
- cik: 0001953926
- company_name: Zenas BioPharma, Inc.
- filed_at: 2026-03-31T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1953926/000110465926037821/0001104659-26-037821-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1953926/000110465926037821/tm2610711d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-037821
- JSON: https://secwatch.observer/filing/0001104659-26-037821.json
- Plain text: https://secwatch.observer/filing/0001104659-26-037821.txt

## Source-grounded claims
- claim_id: a6be2966dc01ad169c2b96ebce72b6142aa1eadc
  claim: Zenas BioPharma, Inc. incurred convertible notes of $200,000,000 aggregate principal amount with U.S. Bank Trust Company, National Association at 2.50% per year maturing April 1, 2032.
  evidence_excerpt: On March 31, 2026, Zenas BioPharma, Inc. (the “Company”) completed its public offering (the “Convertible Notes Offering”) of $200,000,000 aggregate principal amount of its 2.50% Convertible Senior Notes due 2032 (the “Notes”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1953926/000110465926037821/0001104659-26-037821-index.htm
- claim_id: 1756ea41284f3da3d38ed67b90fb2a7ef099f0ad
  claim: Zenas BioPharma, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $200,000,000 aggregate principal amount (effective 2026-03-31).
  evidence_excerpt: Completed its public offering (the “Convertible Notes Offering”) of $200,000,000 aggregate principal amount of its 2.50% Convertible Senior Notes due 2032 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”), dated as of March 31, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture (the “Supplemental Indenture,” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”), dated as of March 31, 2026, between the Company and the Trustee.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1953926/000110465926037821/0001104659-26-037821-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.