Zenas BioPharma Inc 2026年季度报告

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 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements 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 ofRegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit suchfiles).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 anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Largeacceleratedfiler☐AcceleratedfilerNon-accelerated filer☒Smallerreportingcompany☒Emerginggrowthcompany☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ Securities registered pursuant to Section 12(b) of the Act: Name of Exchange on which registeredNasdaq Global Select Market Title of Each ClassCommon stock, par value $0.0001 per share As of April 30, 2026, there were 63,133,377 of the registrant’s common stock, par value $0.0001 per share, outstanding. TABLE OF CONTENTS Part IFinancial InformationItem1.Financial Statements (Unaudited)6Condensed Consolidated Balance Sheets as of March 31, 2026 and December31,20256Condensed Consolidated Statements of Operations and Comprehensive Loss for thethree months ended March 31, 2026 and 20257Condensed Consolidated Statements of Stockholders’ Equity for the three monthsended March 31, 2026 and 20258Condensed Consolidated Statements of Cash Flows for the three months endedMarch 31, 2026 and 202510Notesto Condensed Consolidated Financial Statements11Item2.Management’s Discussion and Analysis of Financial Condition and Results ofOperations29Item3.Quantitative and Qualitative Disclosures about Market Risk46Item4.Controls and Procedures47PartIIOther InformationItem1.Legal Proceedings48Item1A.Risk Factors48Item2.Unregistered Sales of Equity Securities and Use of Proceeds51Item3.Defaults Upon Senior Securities51Item4.Mine Safety Disclosures51Item5.Other Information51Item6.Exhibits52ExhibitIndex52Signatures53 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements. Allstatements other than statements of historical facts contained in this Quarterly 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 of theseterms or other similar expressions, although not all forward-looking statements contain these words.Forward-looking statements include, but are not limited to, statements concerning: ●the commercial opportunities stemming from the development of our product candidates formultiple immunology and inflammation (“I&I”) diseases;●our ability to develop and, if approved, ultimately commercialize our product candidates and,with partners, our other programs;●ourability to obtain or maintain orphan drug designation for certain of our productcandidates;●the initiation, timing, progress, results, and cost of our development programs, and ourcurrent and future preclinical and clinical studies, including statements regarding the timingof initiation and completion of our clinical trials, and the period during which the results ofthe trials will become available;●the success, cost and timing of our clinical development of our product candidates;●our ability to establish clinical differentiation of our product candidates;●our ability to develop product candidates that have broad therapeutic potential;●our ability to utilize our business development strategy and expertise to build a balancedportfolio;●our ability to build our operational and commercial capabilities for supplying and marketingour products, if approved, in key markets;●market conditions in the biopharmaceutical sector and issuance of securities analysts’ reportsor recommendations;●the trading volume of our common stock;●an inability to obtain additional funding and make future royalty payments under ourRevenue Participation Right Purchase and Sale Agreement (“Royalty Purchase Agreement”)wit