ZENAS BIOPHARMA, INC.
4.90%
2,631,522
1953926
98937L105
Oct 8, 2025
Oct 14, 2025, 09:35 AM
Reporting Persons (6)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Patrick G. Enright | Individual | 4.90% | 2,631,522 | 24,323 | 2,607,199 |
| Juliet Tammenoms Bakker | Individual | 4.90% | 2,607,199 | 0 | 2,607,199 |
| Longitude Capital Partners IV, LLC | Other | 3.40% | 1,832,669 | 0 | 1,832,669 |
| Longitude Venture Partners IV, L.P. | Partnership | 3.40% | 1,832,669 | 0 | 1,832,669 |
| Longitude Prime Partners, LLC | Other | 1.40% | 774,530 | 0 | 774,530 |
| Longitude Prime Fund, L.P. | Partnership | 1.40% | 774,530 | 0 | 774,530 |
Disclosure Items (7)
Common Stock, $0.0001 par value per share
ZENAS BIOPHARMA, INC.
852 Winter Street, Suite 250, Waltham, MA, 02451
This Amendment No. 1 amends and supplements the Schedule 13D originally filed with the Commission on September 23, 2024 (the "Original Schedule 13D") and is being filed by Longitude Venture Partners IV, L.P. ("LVPIV"), Longitude Capital Partners IV, LLC ("LCPIV"), Longitude Prime Fund, L.P. ("LPF"), Longitude Prime Partners, LLC ("LPP" and together with LVPIV, LCPIV and LPF, the "Reporting Entities") and Patrick G. Enright ("Enright"), a member of the Issuer's board of directors (the "Board") and Juliet Tammenoms Bakker ("Tammenoms Bakker" and together with Enright, the "Reporting Individuals"). The Reporting Entities and the Reporting Individuals are collectively referred to as 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 to the Original Schedule 13D 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. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Statement have the meanings ascribed to them in the Original Schedule 13D.
The address of the principal offices of each Reporting Entity and the business address of each Reporting Individual is 2740 Sand Hill Road, Second Floor, Menlo Park, California 94025.
Each Reporting Entity is a venture capital investment entity. Each Reporting Individual is engaged through venture capital investment entities in acquiring, holding and disposing of interests in various companies for investment purposes. The Reporting Individuals are managing members of each of LCPIV and LPP. LCPIV is the general partner of LVPIV and LPP is the general partner of LPF.
None of the Reporting Persons are, nor during the last five years have 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.
Each of LCPIV and LPP is a limited liability company organized under the laws of the State of Delaware. Each of LVPIV and LPF is a limited partnership organized under the laws of the State of Delaware. Each of the Reporting Individuals is a citizen of the United States of America.
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 "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, including LVPIV, 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, including Enright, 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 "PIPE"). The PIPE closed on October 9, 2025 (the "PIPE Closing"). At the PIPE Closing, Enright purchased 11,990 shares of Common Ctock at a price per share of $20.85 and an aggregate purchase price of $249,991.50. At the PIPE closing, LVPIV purchased 105,265 shares of the Common Stock at a price per share of $19.00 and an aggregate purchase price of $2,000,035.00 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 1 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, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days.
Under certain circumstances set forth in the limited partnership agreements of LVPIV and LPF, the general partner and limited partners of each of LVPIV and LPF may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner.
On October 9, 2025, the Reporting Persons ceased to beneficially own more than 5% of the Issuer's securities.
The information set forth in Items 3 and 4 of this Statement is incorporated herein by reference. In connection with the PIPE, 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 filed the Form S-3 to register the PIPE Shares for resale. 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 2 to this Amendment and is incorporated by reference herein.
Exhibit 1: Securities Purchase Agreement, dated October 7, 2025, by and among the Issuer and certain 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 and incorporated herein by reference). Exhibit 2: Registration Rights Agreement, dated October 7, 2025, by and among the Issuer and certain 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 and incorporated herein by reference).