Zenas BioPharma, Inc.
4.80%
2,594,662
1953926
98937L105
Oct 6, 2025
Oct 9, 2025, 05:15 PM
Reporting Persons (3)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Leon O. Moulder, Jr. | Individual | 4.80% | 2,594,662 | 885,695 | 1,708,967 |
| Tellus BioVentures, LLC | Other | 3.10% | 1,672,039 | 0 | 1,672,039 |
| Leon O. Moulder, Jr. Revocable Trust U/A dtd 9/9/2008 | Other | 0.10% | 36,928 | 0 | 36,928 |
Disclosure Items (7)
Common Stock, $0.0001 par value per share
Zenas BioPharma, Inc.
852 Winter Street, Suite 250, Waltham, MA, 02451
This Statement is being filed by Leon O. Moulder, Jr., the Issuer's Chief Executive Officer and Chairman of its Board of Directors, Tellus BioVentures, LLC, a Delaware limited liability company ("Tellus") and Leon O. Moulder, Jr. Revocable Trust U/A dtd 9/9/2008 (the "Trust" and, together with Mr. Moulder and Tellus, the "Reporting Persons"). The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto as Exhibit 1. Each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person.
The address of the principal offices of Tellus and the Trust, and the business address of Mr. Moulder, is 10520 Trevi Isle Way, Miromar Lakes, FL 33913.
Tellus is an early-stage life sciences investment fund involved in in acquiring, holding and disposing of interests in various companies for investment purposes. Mr. Moulder is the Managing Member of Tellus and is the Issuer's Chief Executive Officer and Chairman of its Board of Directors. The Trust is an estate planning vehicle that makes and holds investments for its beneficiary, Mr. Moulder. Mr. Moulder is a trustee of the Trust.
No Reporting Person is, nor during the last five years has been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Tellus is a limited liability company organized under the laws of the State of Delaware. Mr. Moulder is a citizen of the United States of America. The Trust was established in Minnesota and was subsequently amended and is now situated in Florida; however, it has no designated place of organization.
Item 3 of the Original Schedule 13D is hereby amended and supplement by adding the following to the end of Item 3: On October 7, 2025, the Issuer entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with (i) certain institutional and accredited investors (the "Institutional Investors") and (ii) certain directors and officers of the Company (the "Director and Officer Investors" and, together with the Institutional Investors, each, a "PIPE Investor" and, together, the "PIPE Investors"), pursuant to which the Company agreed to sell to (i) the Institutional Investors an aggregate of 6,262,112 shares of Common Stock (the "Institutional Investor PIPE Shares"), at a price of $19.00 per share, and (ii) the Director and Officer Investors an aggregate of 48,918 shares of Common Stock (the "Director and Officer Investor PIPE Shares" and, together with the Institutional Investor PIPE Shares, the "PIPE Shares") at a price of $20.85 per share, in each case in a private placement transaction (the "Private Placement"). The Trust purchased 36,928 of the Director and Officer Investor PIPE Shares for a total purchase price of $769,948.80, which was funded by trust assets. The Private Placement closed on October 9, 2025 (the "PIPE Closing"). The above summary of the Purchase Agreement is qualified by reference to such description and the full text of the Form of Purchase Agreement, a form of which is filed as Exhibit 3 to this Amendment and is incorporated by reference herein.
See Items 7-11 of the cover pages of this Statement and Item 2 above.
See Items 7-11 of the cover pages of this Statement and Item 2 above.
Except as reported in this Statement, no Reporting Person has effected any transactions in the Issuer's securities within the past 60 days.
Not applicable.
October 7, 2025
Item 6 of the Original Schedule 13D is hereby amended and supplement by adding the following to the end of Item 6: In connection with the Private Placement, on October 7, 2025, the Issuer entered into a Registration Rights Agreement (the "PIPE Registration Rights Agreement") with the PIPE Investors, pursuant to which the Issuer will prepare and file, within 15 days of the PIPE Closing and subject to certain allowable delays, an initial registration statement (the "PIPE Registration Statement") with the Commission to register for resale the PIPE Shares. The Issuer granted the PIPE Investors customary indemnification rights in connection with the PIPE Registration Rights Agreement. The PIPE Investors have also granted the Issuer customary indemnification rights in connection with the PIPE Registration Rights Agreement. The above summary of the PIPE Registration Rights Agreement is qualified by reference to such description and the full text of the PIPE Registration Rights Agreement, a form of which is filed as Exhibit 4 to this Amendment and is incorporated by reference herein.
Exhibit 1: Joint Filing Agreement, dated October 9, 2025, by and among the Reporting Persons (filed herewith). Exhibit 2: Fourth Amended and Restated Shareholders Agreement, dated May 3, 2024, by and among the Issuer and certain of its stockholders (filed as Exhibit 4.2 to the Issuer's Registration Statement on Form S-1/A as filed with the Commission on September 6, 2024 (SEC File No. 333-281713)). Exhibit 3: Form of Securities Purchase Agreement, dated October 7, 2025, by and among the Issuer and the investors party thereto (filed as Exhibit 10.3 to the Issuer's Current Report on Form 8-K as filed with the Commission on October 8, 2025 (SEC File No. 001-42270)). Exhibit 4: Form of Registration Rights Agreement, dated October 7, 2025, by and among the Issuer and the investors party thereto (filed as Exhibit 10.4 to the Issuer's Current Report on Form 8-K as filed with the Commission on October 8, 2025 (SEC File No. 001-42270)).