Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


X0202 SCHEDULE 13D/A 0001104659-24-102046 0001953107 XXXXXXXX LIVE 2 Common Stock, par value $0.0001 per share 08/19/2026 false 0001953926 98937L105 Zenas BioPharma, Inc. 852 Winter Street Suite 250 Waltham MA 02451 James P. Boylan (332) 275-5551 Enavate Sciences 106 W 56th Street, 8th Floor New York NY 10019 0001953107 N Enavate Sciences GP, LLC AF N DE 0.00 3245404.00 0.00 3245404.00 3245404.00 N 4.9 OO 0002037042 N Zebra Aggregator, LP WC N DE 0.00 3245404.00 0.00 3245404.00 3245404.00 N 4.9 PN Common Stock, par value $0.0001 per share Zenas BioPharma, Inc. 852 Winter Street Suite 250 Waltham MA 02451 This Amendment No. 2 (this "Amendment No. 2" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on September 23, 2024 and amended October 14, 2025 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. Row 11 of each Reporting Person's cover page to this Schedule 13D/A sets forth the aggregate number of shares of common stock beneficially owned by such Reporting Person and is incorporated by reference. As of the date hereof, each Reporting Person beneficially owns 4.98% of the outstanding Common Stock of the Issuer. Such percentage is based upon 65,176,723 shares of common stock outstanding as of July 31, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 13, 2026. Due to field limitations of the EDGAR filing system, the percentage listed in Row 13 of each of the cover pages has been rounded down to 4.9%. Zebra LP directly holds 3,245,404 shares of common stock. Enavate GP is the general partner of Zebra LP and shares voting and investment authority over the shares held by Zebra LP. Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference. Except as set forth below, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days. Weighted Low High Reporting No. Average Price Price Transaction Person Date Shares Price ($) ($) ($) Open Market Sale Zebra LP 08/19/2026 673,755 31.44 31.05 32.00 No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock. The Reporting Persons ceased to be the beneficial owners of more than five percent of the common stock on August 19, 2026. Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit A to the Reporting Persons' Schedule 13D filed with the SEC on September 23, 2024). Enavate Sciences GP, LLC /s/ James P. Boylan By James P. Boylan, Manager 08/19/2026 Zebra Aggregator, LP /s/ James P. Boylan By: Enavate Sciences GP, LLC, its General Partner, By James P. Boylan, Manager 08/19/2026