Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
ZENAS BIOPHARMA, INC. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
98937L105 (CUSIP Number) |
Patrick G. Enright, Longitude Capital Partners IV, LLC, 2740 Sand Hill Road, 2nd Floor Menlo Park, CA, 94025 (650) 854-5700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/09/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 98937L105 |
| 1 |
Name of reporting person
Longitude Capital Partners IV, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,832,669.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held of record by LVPIV (as defined in Item 2(a) below). LCPIV (as defined in Item 2(a) below) is the general partner of LVPIV and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright, a member of the Issuer's board of directors, and Juliet Tammenoms Bakker are the managing members of LCPIV and may each be deemed to share voting, investment and dispositive power with respect to these securities. Based on 53,421,343 shares outstanding, consisting of (A) 42,110,313 shares of Common Stock outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission (the "Commission") on August 12, 2025 (the "Form 10-Q"), plus (B) 5,000,000 shares of common stock issued by the Issuer to InnoCare Pharma Inc. on October 7, 2025, plus (C) 6,311,030 shares of common stock issued by the Issuer to certain investors pursuant to that certain Securities Purchase Agreement, dated as of October 7, 2025, in the case of (B) and (C), each as reported by the Issuer in its Registration Statement on Form S-3ASR filed with the Commission on October 8, 2025 (the "Form S-3").
SCHEDULE 13D
|
| CUSIP No. | 98937L105 |
| 1 |
Name of reporting person
Longitude Venture Partners IV, L.P. | ||||||||
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,832,669.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held of record by LVPIV. LCPIV is the general partner of LVPIV and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright, a member of the Issuer's board of directors, and Juliet Tammenoms Bakker are the managing members of LCPIV and may each be deemed to share voting, investment and dispositive power with respect to these securities. Based on 53,421,343 shares outstanding, consisting of (A) 42,110,313 shares of Common Stock outstanding, as reported in the Form 10-Q, plus (B) 5,000,000 shares of common stock issued by the Issuer to InnoCare Pharma Inc. on October 7, 2025, plus (C) 6,311,030 shares of common stock issued by the Issuer to certain investors pursuant to that certain Securities Purchase Agreement, dated as of October 7, 2025, in the case of (B) and (C), each as reported in the Form S-3.
SCHEDULE 13D
|
| CUSIP No. | 98937L105 |
| 1 |
Name of reporting person
Longitude Prime Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
774,530.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held of record by LPF (as defined in Item 2(a) below). LPP (as defined in Item 2(a) below) is the general partner of LPF and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright, a member of the Issuer's board of directors, and Juliet Tammenoms Bakker are the managing members of LPP and may each be deemed to share voting, investment and dispositive power with respect to these securities. Based on 53,421,343 shares outstanding, consisting of (A) 42,110,313 shares of Common Stock outstanding, as reported in the Form 10-Q, plus (B) 5,000,000 shares of common stock issued by the Issuer to InnoCare Pharma Inc. on October 7, 2025, plus (C) 6,311,030 shares of common stock issued by the Issuer to certain investors pursuant to that certain Securities Purchase Agreement, dated as of October 7, 2025, in the case of (B) and (C), each as reported in the Form S-3.
SCHEDULE 13D
|
| CUSIP No. | 98937L105 |
| 1 |
Name of reporting person
Longitude Prime Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
774,530.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held of record by LPF. LPP is the general partner of LPF and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright, a member of the Issuer's board of directors, and Juliet Tammenoms Bakker are the managing members of LPP and may each be deemed to share voting, investment and dispositive power with respect to these securities. Based on 53,421,343 shares outstanding, consisting of (A) 42,110,313 shares of Common Stock outstanding, as reported in the Form 10-Q, plus (B) 5,000,000 shares of common stock issued by the Issuer to InnoCare Pharma Inc. on October 7, 2025, plus (C) 6,311,030 shares of common stock issued by the Issuer to certain investors pursuant to that certain Securities Purchase Agreement, dated as of October 7, 2025, in the case of (B) and (C), each as reported in the Form S-3.
SCHEDULE 13D
|
| CUSIP No. | 98937L105 |
| 1 |
Name of reporting person
Patrick G. Enright | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,631,522.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 |
Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (A) 11,990 shares held by Mr. Enright, and (B) 12,333 shares underlying options held by Mr. Enright, which are exercisable within 60 days of this Statement. Consists of (A) 1,832,669 shares held of record by LVPIV, and (B) 774,530 shares held of record by LPF. LCPIV is the general partner of LVPIV and may be deemed to have voting, investment and dispositive power with respect to the shares held of record by LVPIV. LPP is the general partner of LPF and may be deemed to have voting, investment and dispositive power with respect to the shares held by LPF. Patrick G. Enright, a member of the Issuer's board of directors, and Juliet Tammenoms Bakker are the managing members of LCPIV and LPP and may each be deemed to share voting, investment and dispositive power with respect to the shares held by LVPIV and LPF. Based on 53,433,676 shares outstanding, consisting of (A) 42,110,313 shares of Common Stock outstanding, as reported in the Form 10-Q, plus (B) 5,000,000 shares of common stock issued by the Issuer to InnoCare Pharma Inc. on October 7, 2025, plus (C) 6,311,030 shares of common stock issued by the Issuer to certain investors pursuant to that certain Securities Purchase Agreement, dated as of October 7, 2025, in the case of (B) and (C), each as reported in the Form S-3, plus (D) 12,333 shares underlying options held by Mr. Enright, which are exercisable within 60 days of this Statement.
SCHEDULE 13D
|
| CUSIP No. | 98937L105 |
| 1 |
Name of reporting person
Juliet Tammenoms Bakker | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,607,199.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 1,832,669 shares held of record by LVPIV and (ii) 774,530 shares held of record by LPF. LCPIV is the general partner of LVPIV and may be deemed to have voting, investment and dispositive power with respect to the shares held of record by LVPIV. LPP is the general partner of LPF and may be deemed to have voting, investment and dispositive power with respect to the shares held by LPF. Patrick G. Enright, a member of the Issuer's board of directors, and Juliet Tammenoms Bakker are the managing members of LCPIV and LPP and may each be deemed to share voting, investment and dispositive power with respect to the shares held by LVPIV and LPF. Based on 53,421,343 shares outstanding, consisting of (A) 42,110,313 shares of Common Stock outstanding, as reported in the Form 10-Q, plus (B) 5,000,000 shares of common stock issued by the Issuer to InnoCare Pharma Inc. on October 7, 2025, plus (C) 6,311,030 shares of common stock issued by the Issuer to certain investors pursuant to that certain Securities Purchase Agreement, dated as of October 7, 2025, in the case of (B) and (C), each as reported in the Form S-3.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share |
| (b) | Name of Issuer:
ZENAS BIOPHARMA, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
852 Winter Street, Suite 250, Waltham,
MASSACHUSETTS
, 02451. |
| Item 2. | Identity and Background |
| (a) | 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. |
| (b) | 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. |
| (c) | 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. |
| (d) | During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | 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. |
| (f) | 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. | Source and Amount of Funds or Other Consideration |
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. | |
| Item 4. | Purpose of Transaction |
The information set forth in Item 4 of the Original Schedule 13D is incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Items 7-11 of the cover pages of this Statement and Item 2 above. |
| (b) | See Items 7-11 of the cover pages of this Statement and Item 2 above. |
| (c) | 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. |
| (d) | 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. |
| (e) | On October 9, 2025, the Reporting Persons ceased to beneficially own more than 5% of the Issuer's securities. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
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. | |
| Item 7. | Material to be Filed as Exhibits. |
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). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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