Other Information
+Added: Transition of Chief Financial Officer and Chief Business Officer to Strategic Advisor to the Chairman of the Board
+Added: Jennifer Fox will be transitioning from her role as the Company’s Chief Financial Officer and Chief Business Officer effective as of September 30, 2026 after which she will be a Strategic Advisor to the Chairman of the Board, first as an employee and then, as of July 1, 2027, as a consultant pursuant to a consulting agreement.
+Added: Fox’s transition is not due to a dispute or disagreement with the Company or the Company’s auditors.
+Added: In connection with Ms.
+Added: Fox’s transition from the Company, on August 12, 2026, the Company and Ms.
+Added: Fox entered into a letter agreement (the “Letter Agreement”).
+Added: Pursuant to the Letter Agreement, subject to certain conditions, Ms.
+Added: Fox will continue in her current role as Chief Financial Officer and Chief Business Officer through close of business on September 30, 2026.
+Added: On October 1, 2026 and through June 30, 2027, subject to certain conditions, Ms.
+Added: Fox will transition to the role of Strategic Advisor to the Chairman of the Board and will continue to receive her current salary and benefits.
+Added: Pursuant to a consulting agreement, dated August 12, 2026, between the Company and Ms.
+Added: Fox (the “Consulting Agreement”), from July 1, 2027 to December 31, 2027, Ms.
+Added: Fox will provide consulting services to the Company as a strategic advisor to the Chairman of the Board and will receive consideration of continued vesting and exercisability of previously-granted stock options in accordance with their terms;
+Added: provided, however, the consulting period will automatically extend for one year to December 31, 2028 unless either party notifies the other within specified time periods that it wishes not to extend the term.
+Added: The foregoing description of the Letter Agreement and the Consulting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the agreements which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026, to the extent required by applicable Securities Exchange Commission (the “SEC”) rules.
+Added: Appointment of Principal Financial Officer and Principal Accounting Officer
+Added: Effective the close of business on September 30, 2026, the Board has appointed Joseph Farmer, the Company’s President and Chief Operating Officer, to replace Ms.
+Added: Fox as principal financial officer and principal accounting officer while the Company conducts a search for a Chief Financial Officer.
+Added: Farmer’s biographical information is set forth in the Company’s Definitive Proxy Statement filed with the SEC on March 16, 2026, and such information is incorporated herein by reference.
+Added: There are no arrangements or understandings between Mr.
+Added: Farmer and any other persons pursuant to which Mr.
+Added: Farmer was appointed as principal financial officer and principal accounting officer.
+Added: In addition, there are no family relationships between Mr.
+Added: Farmer and any director or executive officer of the Company, and there are no transactions involving Mr.
+Added: Farmer requiring disclosure under Item 404(a) of Regulation S-K.
Rule 10b5-1 Trading Plans
−Removed: During our fiscal quarter ended March 31, 2026, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company entered into, modified or terminated contracts, instructions or written plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions specified in Rule 10b5-1(c) under the Exchange Act.
+Added: During our fiscal quarter ended June 30, 2026, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company entered into, modified or terminated contracts, instructions or written plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions specified in Rule 10b5-1(c) under the Exchange Act.
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: Indenture, dated as of March 31, 2026, between Zenas BioPharma, Inc.
−Removed: Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 31, 2026, File No.
−Removed: First Supplemental Indenture, dated as of March 31, 2026, between Zenas BioPharma, Inc.
−Removed: Bank Trust Company, National Associations, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on March 31, 2026, File No.
−Removed: Letter Agreement for Collaboration, dated as of February 10, 2026, by and between Zenas BioPharma, Inc and InnoCare Pharma Inc.
−Removed: Third Amendment to the License Agreement, dated as of March 13, 2026, by and between Zenas BioPharma, Inc and Xencor, Inc.
−Removed: Loan Agreement, dated as of March 14, 2026, by and between Zenas BioPharma, Inc.
−Removed: the guarantors signatory thereto or otherwise party thereto from time to time, Biopharma Credit plc as collateral agent, BPCR Limited Partnership as a lender and Biopharma Credit Investments V (Master) LP as a lender
−Removed: First Amendment to the Revenue Participation Right Purchase and Sale Agreement, dated as of March 26, 2026, by and between Zenas BioPharma, Inc.
−Removed: and Royalty Pharma Investments 2019 ICAV
+Added: First Amendment to the Zenas BioPharma, Inc.
+Added: 2024 Employee Stock Purchase Plan, dated May 18, 2026
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
16 unchanged sentences
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.
+Added: August 13, 2026
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.