Dilution profile // every instrument, one screen, from SEC filings

Zenas BioPharma, Inc. (ZBIO)

CIK 1953926 · all EDGAR filings →

Overall dilution risk
HIGHworst of 3 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
not every sub-rating was computable; treat as a floor
Offering ability
HIGH$344M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
NOT COMPUTEDno warrant count tagged in XBRL
= warrant shares outstanding divided by current shares outstanding
absence of a tag is not proof of absence of warrants
Historical dilution
MEDIUM+56% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
LOW~44.8 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2024-10-312026-07-31

Latest: 65.2M shares as of Jul 31, 2026 (10-Q).

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

No warrant figures tagged in this filer’s XBRL facts. That means the company has not reported them in structured form; it does not prove no warrants exist. The exhibits are the ground truth.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Two Point Five Zero Convertible Senior Notes Due 2032$30.0M$230.0M$26.52.5%~1.1M sh

If every note above converted at its tagged price: ~1.1M new shares on 65.2M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 13, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding65.2MJul 31, 2026
+ Two Point Five Zero Convertible Senior Notes Due 2032 (if fully converted)1.1MApr 30, 2026
Fully diluted estimate66.3M+1.7% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $344.1Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3ASROct 21, 2025$144.1M registeredfiling →
S-3ASROct 8, 2025$200.0M registeredfiling →
S-1Aug 22, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 5 executed · 2 registered.

EXECUTEDMar 30, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMar 30, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
MARKETINGMar 27, 2026Free-writing prospectus — offering being marketedFWP
MARKETINGMar 27, 2026Free-writing prospectus — offering being marketedFWP
MARKETINGMar 26, 2026Free-writing prospectus — offering being marketedFWP
EXECUTEDMar 26, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMar 26, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
UPDATEJan 28, 2026Resale prospectus — existing holders registering to sell424B7
REGISTEREDOct 21, 2025Automatic shelf registration — effective immediately (large filers)S-3ASR
EXECUTEDOct 8, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
REGISTEREDOct 8, 2025Automatic shelf registration — effective immediately (large filers)S-3ASR
EXECUTEDSep 13, 2024Final prospectus — offering priced (typical for IPOs and marketed share deals)424B4

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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