SEC Filing | Zenas BioPharma, Inc

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As filed with the Securities and Exchange Commission on September 11, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ZENAS BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

Delaware		93-2749244
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

852 Winter Street, Suite 250 Waltham, MA		02451
(Address of Principal Executive Offices)		(Zip Code)

Zenas BioPharma, Inc. 2026 Inducement Plan, as amended

(Full titles of the plans)

Leon O. Moulder, Jr.

Chief Executive Officer

Zenas BioPharma, Inc.

852 Winter Street, Suite 250

Waltham, MA 02451

(Name and address of agent for service)

(857) 271-2954

(Telephone number, including area code, of agent for service)

Please send a copy of all communications to:

Thomas Danielski

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199-3600

617-951-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SHARES

Zenas BioPharma, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) for the purpose of registering 600,000 additional shares of its common stock, par value $0.0001 per share (“Common Stock”) of the Registrant that may be issued pursuant to awards granted in accordance with Rule 5635(c)(4) of The Nasdaq Stock Market Rules, as an inducement material to an individual’s entering into employment with the Registrant, pursuant to the Zenas BioPharma, Inc. 2026 Inducement Plan, as amended (the “2026 Inducement Plan”).

On August 5, 2026, the Board of Directors of the Registrant approved the First Amendment to the 2026 Inducement Plan, pursuant to which the number of shares of common stock reserved for issuance under the 2026 Inducement Plan increased by 600,000 shares, effective as of August 5, 2026. This Registration Statement registers these additional 600,000 shares of Common Stock. The additional shares are of the same class as other securities relating to the 2026 Inducement Plan for which the Registrant’s registration statement filed on Form S-8 (File No. 333-292309) filed with the SEC on December 19, 2025, is effective.

Pursuant to General Instruction E to Form S-8, the Registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 filed with the Commission on December 19, 2025 (File No. 333-292309).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit

4.1		Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 16, 2024 and incorporated herein by reference).

4.2		Amended and Restated Bylaws (previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 16, 2024 and incorporated herein by reference).

4.3		Zenas BioPharma, Inc. 2026 Inducement Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 15, 2025, File No. 001-42270).

4.4*		First Amendment to the Zenas BioPharma, Inc. 2026 Inducement Plan, dated August 5, 2026

5.1*		Opinion of Ropes & Gray LLP

23.1*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

23.2*		Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1)

24.1*		Powers of Attorney (included on the signature page in Part II)

107*		Filing Fee Table.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Massachusetts, on this 11^th day of September, 2026.

ZENAS BIOPHARMA, INC.

By:	/s/ Leon O. Moulder, Jr.
	Name: Leon O. Moulder, Jr.
	Title: Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Leon O. Moulder, Jr. and Joseph Farmer, and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by Zenas BioPharma, Inc. and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

* * * *

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date

/s/ Leon O. Moulder, Jr.	Chief Executive Officer and Director	September 11, 2026
Leon O. Moulder, Jr.	(Principal Executive Officer)

/s/ Jennifer Fox	Chief Business Officer and Chief Financial Officer	September 11, 2026
Jennifer Fox	(Principal Accounting and Financial Officer)

/s/ Patricia Allen	Director	September 11, 2026
Patricia Allen

/s/ James Boylan	Director	September 11, 2026
James Boylan

/s/ Patrick Enright	Director	September 11, 2026
Patrick Enright

/s/ Hongbo Lu, Ph.D.	Director	September 11, 2026
Hongbo Lu, Ph.D.

/s/ Jake Nunn	Director	September 11, 2026
Jake Nunn

/s/ Christy J. Oliger	Director	September 11, 2026
Christy J. Oliger

/s/ John Orloff, M.D.	Director	September 11, 2026
John Orloff, M.D.

Exhibit 4.4

ZENAS BIOPHARMA, INC.
2026 INDUCEMENT PLAN

First Amendment

Pursuant to Section 9 of the Zenas BioPharma, Inc. 2026 Inducement Plan (the “Plan”), Zenas BioPharma, Inc. (the “Company”), by authorization of the Company’s Board of Directors, hereby amends the Plan as follows, effective as of August 5, 2026:

Section 4(a)(i) of the Plan is hereby replaced in its entirety with the following text:

“(a)          Number of Shares.

(i)             Subject to adjustment as provided in Section 7(b) of this Plan, the maximum number of shares of Stock that may be delivered in satisfaction of Awards under this Plan is 1,600,000 shares (the ‘Share Pool’).”

-1-

Exhibit 5.1

ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

September 11, 2026

Zenas BioPharma, Inc.

852 Winter Street, Suite 250

Waltham, MA 02451

Ladies and Gentlemen:

This opinion letter is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”), filed by Zenas BioPharma, Inc., a Delaware corporation (the “Company”), on the date hereof, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 600,000 shares of Common Stock, $0.0001 par value, of the Company (the “Shares”) under the Company’s 2026 Inducement Plan, as amended (the “Plan”).

We are familiar with the actions taken by the Company in connection with the adoption of the Plan. We have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.

The opinions expressed below are limited to the Delaware General Corporation Law.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

	Very truly yours,

	/s/ Ropes & Gray LLP

	Ropes & Gray LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended 2026 Inducement Plan of Zenas BioPharma, Inc. of our report dated March 16, 2026, with respect to the consolidated financial statements of Zenas BioPharma, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2025, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts

September 11, 2026

EX-FILING FEES

Calculation of Filing Fee Tables
S-8
Zenas BioPharma, Inc.

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
1	Equity	Zenas BioPharma, Inc. 2026 Inducement Plan, as amended Common Stock, par value $0.0001 per share	Other	600,000	$ 32.81	$ 19,686,000.00	0.0001381	$ 2,718.64
Total Offering Amounts:						$ 19,686,000.00		$ 2,718.64
Total Fee Offsets:								$ 0.00
Net Fee Due:								$ 2,718.64

Offering Note

¹	1(a) Pursuant to Rule 416(a) promulgated under the Securities Act, this Registration Statement also covers such additional shares of the Registrant's Common Stock as may be issued to prevent dilution from stock splits, stock dividends and similar transactions. 1(b) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based upon the average of the high and low sale price of the Registrant's Common Stock, as reported by the Nasdaq Global Select Market on September 9, 2026, which were $33.53 and $32.08, respectively.

Table 2: Fee Offset Claims and Sources	☑Not Applicable

		Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims
Fee Offset Sources