Zenas BioPharma, Inc.
9.40%
5,037,854
1953926
98937L105
Oct 8, 2025
Oct 14, 2025, 05:29 PM
Reporting Persons (8)
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 |
|---|---|---|---|---|---|
| SR One Capital Management, LLC | Other | 9.40% | 5,037,854 | 0 | 5,037,854 |
| Simeon George | Individual | 9.40% | 5,037,854 | 0 | 5,037,854 |
| SR One Capital Partners II, LP | Partnership | 3.60% | 1,946,564 | 0 | 1,946,564 |
| AMZL, LP | Partnership | 3.60% | 1,917,895 | 0 | 1,917,895 |
| SR One Capital SMA Partners, LP | Partnership | 3.60% | 1,917,895 | 0 | 1,917,895 |
| SR One Capital Fund II Aggregator, LP | Partnership | 3.60% | 1,946,564 | 0 | 1,946,564 |
| SR One Capital Opportunities Fund I, LP | Partnership | 2.20% | 1,173,395 | 0 | 1,173,395 |
| SR One Capital Opportunities Partners I, LP | Partnership | 2.20% | 1,173,395 | 0 | 1,173,395 |
Disclosure Items (7)
Common Stock, $0.0001 par value
Zenas BioPharma, Inc.
852 Winter Street, Waltham, MA, 02451
SR One Capital Management, LLC ("SR One Capital Management"); SR One Capital Fund II Aggregator, LP ("SR One Fund II Aggregator"); SR One Capital Partners II, LP ("SR One Partners II"); AMZL, LP ("AMZL"); SR One Capital SMA Partners, LP ("SMA Partners"); SR One Capital Opportunities Fund I, LP ("SR One Opportunities Fund I"); SR One Capital Opportunities Partners I, LP ("SR One Opportunities Partners I"); and Simeon George, M.D. ("Dr. George"). SR One Fund II Aggregator is directly controlled by its general partner, SR One Partners II. AMZL is directly controlled by its general partner, SMA Partners. SR One Opportunities Fund I is directly controlled by its general partner, SR One Opportunities Partners I. SR One Partners II, SMA Partners and SR One Opportunities Partners I are directly controlled by their general partners, SR One Capital Management, and Dr. George controls SR One Capital Management. Accordingly, each of SR One Capital Management and Dr. George may be deemed to have voting and dispositive power with respect to the SR One Fund II Aggregator Shares, the AMZL Shares and the SR One Opportunities Fund I Shares (each as defined below). The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons." SR One Fund II Aggregator, AMZL and SR One Opportunities Fund I are referred to collectively as the "Funds."
The address of each Reporting Person for purposes of this filing is: c/o SR One Capital Management, LP, 985 Old Eagle School Road, Suite 511, Wayne, PA 19087.
The principal business of the Funds is to invest in and assist growth-oriented businesses. The principal business of SR One Partners II is to act as the sole general partner of SR One Fund II Aggregator. The principal business of SMA Partners is to act as the sole general partner of AMZL. The principal business of SR One Opportunities Partners I is to act as the sole general partner of SR One Opportunities Fund I. The principal business of SR One Capital Management is to act as the sole general partner of SR One Partners II, SMA Partners, SR One Opportunities Partners I and a number of affiliated partnerships with similar businesses. The principal business of Dr. George is to manage SR One Capital Management.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in 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.
SR One Fund II Aggregator, SR One Partners II, AMZL, SMA Partners, SR One Opportunities Fund I, and SR One Opportunities Partners I are limited partnerships organized under the laws of the State of Delaware. SR One Capital Management is a limited liability company organized under the laws of the State of Delaware. Dr. George is a United States citizen.
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 Issuer (the "Director and Officer Investors"), pursuant to which the Issuer agreed to sell to (i) the Institutional Investors an aggregate of 6,261,112 shares of Common Stock at a price of $19.00 per share, and (ii) the Director and Officer Investors an aggregate of 48,918 shares of Common Stock at a price of $20.85 per share, in each case in a private placement transaction (the "Private Placement"). The Private Placement closed on October 9, 2025. Pursuant to the Securities Purchase Agreement, SR One Opportunities Fund I purchased 63,158 shares of Common Stock for an aggregate purchase price of $1,200,002.00. SR One Opportunities Fund I now beneficially owns a total of 1,173,395 shares of Common Stock (the "SR One Opportunities Fund I Shares"). The working capital of SR One Opportunities Fund I is the source of the funds for the purchase of the SR One Opportunities Fund I Shares. No part of the purchase price of the SR One Opportunities Fund I Shares is represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the SR One Opportunities Fund I Shares. Pursuant to the Securities Purchase Agreement, AMZL purchased 63,157 shares of Common Stock for an aggregate purchase price of $1,199,983.00. AMZL now beneficially owns a total of 1,917,895 shares of Common Stock (the "AMZL Shares"). The working capital of AMZL is the source of the funds for the purchase of the AMZL Shares. No part of the purchase price of the AMZL Shares is represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the AMZL Shares. Collectively, the Funds now beneficially own a total of 5,037,854 shares of Common Stock (the "Fund Shares"). The shares of Common Stock issued in the Private Placement were issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and have not been registered under the Securities Act. The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Securities Purchase Agreement, a copy of which is attached as Exhibit 10.3 to the Issuer's Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 8, 2025 (the "Form 8-K") and incorporated by reference herein.
SR One Fund II Aggregator is the record owner of the SR One Fund II Aggregator Shares. As the general partner of SR One Fund II Aggregator, SR One Partners II may be deemed to beneficially own the SR One Fund II Aggregator Shares. As the general partner of SR One Partners II, SR One Capital Management may be deemed to beneficially own the SR One Fund II Aggregator Shares. As the managing member of SR One Capital Management, Dr. George may be deemed to beneficially own the SR One Fund II Aggregator Shares. AMZL is the record owner of the AMZL Shares. As the general partner of AMZL, SMA Partners may be deemed to beneficially own the AMZL Shares. As the general partner of SMA Partners, SR One Capital Management may be deemed to beneficially own the AMZL Shares. As the managing member of SR One Capital Management, Dr. George may be deemed to beneficially own the AMZL Shares. SR One Opportunities Fund I is the record owner of the SR One Opportunities Fund I Shares. As the general partner of SR One Opportunities Fund I, SR One Opportunities Partners I may be deemed to beneficially own the SR One Opportunities Fund I Shares. As the general partner of SR One Opportunities Partners I, SR One Capital Management may be deemed to beneficially own the SR One Opportunities Fund I Shares. As the managing member of SR One Capital Management, Dr. George may be deemed to beneficially own the SR One Opportunities Fund I Shares. Each Reporting Person disclaims beneficial ownership of the Fund Shares other than those shares which such person owns of record. The percentage of outstanding shares of Common Stock which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on 53,420,343 shares of Common Stock, which includes the sum of (i) 42,110,313 shares of Common Stock reported by the Issuer to be outstanding as of July 31, 2025, on the Issuer's Form 10-Q filed with the SEC on August 12, 2025, (ii) 6,310,030 shares of Common Stock sold by the Issuer in the Private Placement, and (iii) 5,000,000 shares of Common Stock sold to InnoCare Pharma Inc. on October 7, 2025 as reported in the Form 8-K.
(i) sole power to vote or to direct the vote: See line 7 of cover sheets (ii) shared power to vote or to direct the vote: See line 8 of cover sheets (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets
Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in shares of Common Stock during the last 60 days.
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons.
Not applicable.
SR One Opportunities Fund I and AMZL entered into the Securities Purchase Agreement and a Registration Rights Agreement on October 7, 2025, in each case, as further described in the Form 8-K, the descriptions of which are incorporated by reference herein.
Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.