Zenas BioPharma launches dual public offerings of notes and stock

Zenas BioPharma Inc. (NASDAQ: ZBIO) announced it has commenced underwritten public offerings of convertible senior notes due 2032 and common stock shares. The clinical-stage biopharmaceutical company said neither offering is conditional upon the other's completion.

The convertible notes will be unsecured senior obligations with semi-annual interest payments. They mature April 1, 2032, unless converted, redeemed or repurchased earlier. Upon conversion, Zenas may pay cash, stock shares or a combination at its discretion. Interest rates, conversion rates and offering prices remain to be determined.

Zenas granted underwriters 30-day options to purchase up to 15% additional convertible notes and common stock shares to cover over-allotments in their respective offerings.

The company plans to use proceeds to support the potential U.S. commercial launch of obexelimab for IgG4-RD treatment, pending regulatory approval. Funds will also advance development pipeline activities, including ongoing and planned Phase 3 trials for orelabrutinib in progressive multiple sclerosis and Phase 1 and Phase 2 development of ZB021. Additional proceeds will support working capital and general corporate purposes.

Jefferies, Evercore ISI, Citigroup and Guggenheim Securities serve as joint book-running managers for both offerings. Wedbush PacGrow acts as co-manager.

The securities will be offered under an automatic shelf registration statement filed with the Securities and Exchange Commission on October 8, 2025. The company cautioned that completion, timing and size of the proposed offerings remain subject to market conditions and other factors.

Zenas focuses on developing therapies for autoimmune diseases, with obexelimab as its lead product candidate targeting B cell activity without depletion. The company's pipeline includes orelabrutinib, a BTK inhibitor designed to penetrate the central nervous system.

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