Zenas BioPharma Inc 2024年度报告

Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (orfor such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (§232.405 of thischapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ 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 thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an errorto previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ The registrant wasnot a public company as of the last business day of its most recently completed second fiscal quarter and, therefore, cannot calculate the aggregate market value of itsvoting equity held by non-affiliates as of such date. The number of shares of Registrant’s Common Stock outstanding as of February 28, 2025 was41,799,336. Documents Incorporated by Reference Portions of the Registrant’s definitive proxy statement relating to the 2025 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120days after the end of the Registrant’s fiscal year ended December 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS PART I Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. Cyber SecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety Disclosures 118PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities119Item 6. Reserved119Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations120Item 7A. Quantitative and Qualitative Disclosures About Market Risk133Item 8. Financial Statements and Supplementary Data134Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure169Item 9A. Controls and Procedures169Item 9B. Other Information169Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections169PART IIIItem 10. Directors, Executive Officers and Corporate Governance170Item 11. Executive Compensation170Item 12. Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters170Item 13. Certain Relationships and Related Transactions, and Director Independence170Item 14. Principal Accounting Fees and Services170PART IVItem 15. Exhibits and Financial Statement Schedules170Item 16. Form 10-K Summary174Signatures175Index to Consolidated Financial Statements134 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements. Allstatements other than statements of historical facts contained in this Annual Report are forward-looking statements. In some cases, forward-looking statements can be identified by terms such as“may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,”“contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative ofthese terms or other similar expressions, although not all forward-looking statements conta