Item 5. Other Information
Item 5. Other Information
Transition of Chief Financial Officer and Chief Business Officer to Strategic Advisor to the Chairman of the Board
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. Ms. Fox’s transition is not due to a dispute or disagreement with the Company or the Company’s auditors.
In connection with Ms. Fox’s transition from the Company, on August 12, 2026, the Company and Ms. Fox entered into a letter agreement (the “Letter Agreement”). Pursuant to the Letter Agreement, subject to certain conditions, Ms. Fox will continue in her current role as Chief Financial Officer and Chief Business Officer through close of business on September 30, 2026. On October 1, 2026 and through June 30, 2027, subject to certain conditions, Ms. 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. Pursuant to a consulting agreement, dated August 12, 2026, between the Company and Ms. Fox (the “Consulting Agreement”), from July 1, 2027 to December 31, 2027, Ms. 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; 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. 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.
Appointment of Principal Financial Officer and Principal Accounting Officer
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. Fox as principal financial officer and principal accounting officer while the Company conducts a search for a Chief Financial Officer. Mr. 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. There are no arrangements or understandings between Mr. Farmer and any other persons pursuant to which Mr. Farmer was appointed as principal financial officer and principal accounting officer. In addition, there are no family relationships between Mr. Farmer and any director or executive officer of the Company, and there are no transactions involving Mr. Farmer requiring disclosure under Item 404(a) of Regulation S-K.
Rule 10b5-1 Trading Plans
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.
Item 6. Exhibits
See Exhibit Index.
EXHIBIT INDEX
Exhibit No.
Description
3.1
Second Restated Certificate of Incorporation of Zenas BioPharma, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on September 16, 2024, File No. 001-42270)
56
Table of Contents
3.2
Amended and Restated Bylaws of Zenas BioPharma, Inc. (incorporated by reference to Exhibit 3.2 to the Form 8-K filed on September 16, 2024, File No. 001-42270)
10.1†
First Amendment to the Zenas BioPharma, Inc. 2024 Employee Stock Purchase Plan, dated May 18, 2026
31.1†
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2†
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1†*
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2†*
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS†
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH†
XBRL Taxonomy Extension Schema Document
101.CAL†
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF†
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB†
XBRL Taxonomy Extension Label Linkbase Document
101.PRE†
XBRL Taxonomy Extension Presentation Linkbase Document
104†
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
† Filed herewith.
+ Portions of this exhibit (indicated by asterisks) have been redacted pursuant to Item 601 of Regulation S-K because they are both not material and the registrant customarily and actually treats such information as private or 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. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
SIGNATURES
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.
Date: August 13, 2026
ZENAS BIOPHARMA, INC.
By:
/s/ Leon O. Moulder, Jr.
Name:
Leon O. Moulder, Jr.
Title:
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Jennifer Fox
Name:
Jennifer Fox
Title:
Chief Business Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)
57
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.