| Item 1. | |
| (a) | Name of issuer:
Zentalis Pharmaceuticals, Inc. |
| (b) | Address of issuer's principal executive offices:
10275 Science Center Drive, Suite 200 , San Diego, CA, 92121. |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
5AM Opportunities II (GP), LLC ("Opps II GP")
5AM Opportunities II, L.P. ("Opps II")
5AM Opportunities (GP), LLC ("Opps GP")
5AM Opportunities Master Fund L.P. ("Opps Master")
Andrew J. Schwab ("Schwab")
Kush Parmar ("Dr. Parmar")
Anna Yaeger ("Yaeger")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
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| (b) | Address or principal business office or, if none, residence:
c/o 5AM Ventures
4 Embarcadero Center, Suite 3110
San Francisco, CA 94111 |
| (c) | Citizenship:
Opps II GP Delaware
Opps II Delaware
Opps GP Delaware
Opps Master Cayman Islands
Schwab United States
Parmar United States
Yaeger United States
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| (d) | Title of class of securities:
Common Stock, $0.001 par value per share |
| (e) | CUSIP No.:
98943L107 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 3,947,913 shares of common stock held directly by Opps II and (ii) 890,658 shares of common stock held directly by Opps Master.
Opps II GP is the sole general partner of Opps II and Schwab and Dr. Parmar are the managing members of Opps II GP. Each of Opps II GP, Schwab and Dr. Parmar shares voting and dispositive power over the securities held by Opps II.
Opps GP is the sole general partner of Opps Master and Schwab, Dr. Parmar and Yaeger are the managing members of Opps GP. Each of Opps GP, Schwab, Dr. Parmar and Yaeger shares voting and dispositive power over the securities held by Opps Master. |
| (b) | Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The percentage set forth in each row 11 is based upon the sum of (i) 72,250,779 shares of common stock outstanding as of November 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 10, 2025; and (ii) 3,928,571 shares of common stock issued to the Reporting Persons by the Issuer pursuant to an at-the-market offering by the Issuer on December 18, 2025 (the "ATM Offering"). |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of and is incorporated by reference.
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| | (ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of and is incorporated by reference.
|
| | (iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of and is incorporated by reference.
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| | (iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of and is incorporated by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)