Other Information
−Removed: During our fiscal quarter ended June 30, 2025, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During our fiscal quarter ended September 30, 2025, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
See Exhibit Index.
4 unchanged sentences
(incorporated by reference to Exhibit 3.2 to the Form 8-K filed on September 16, 2024, File No.
−Removed: Amended and Restated Zenas BioPharma, Inc.
−Removed: Non-Employee Director Compensation Policy
−Removed: Consulting Agreement between the Registrant and Ting Xiao, dated June 10, 2025
+Added: Revenue Participation Right Purchase and Sale Agreement, by and between Zenas BioPharma, Inc.
+Added: and Royalty Pharma Investments 2019 ICAV, dated September 2, 2025
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 unchanged sentences
† Filed herewith.
+Added: + Portions of this exhibit (indicated by asterisks) have been redacted pursuant to Item 601 S-K because they are both not material and the registrant customarily and actually treats such information as private of confidential.
* This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section.
1 unchanged sentence
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized.
−Removed: August 12, 2025
+Added: November 12, 2025
ZENAS BIOPHARMA, INC.
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.