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S-8 S-8 EX-FILING FEES 0001953926 Zenas BioPharma, Inc. N/A Fees to be Paid Fees to be Paid 0001953926 2025-12-19 2025-12-19 0001953926 1 2025-12-19 2025-12-19 0001953926 2 2025-12-19 2025-12-19 iso4217:USD xbrli:pure xbrli:shares

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 Common Stock, par value $0.0001 per share Other 1,000,000 $ 34.40 $ 34,400,000.00 0.0001381 $ 4,750.64
2 Equity Common Stock, $0.0001 par value per share Other 300,000 $ 32.59 $ 9,777,000.00 0.0001381 $ 1,350.20

Total Offering Amounts:

$ 44,177,000.00

$ 6,100.84

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 6,100.84

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 December 16, 2025, which were $37.32 and $31.48, respectively.

2

2.a Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Act. The proposed maximum offering price per share and the maximum aggregate offering price are calculated based on the exercise price of the options outstanding under the applicable inducement stock option awards. 2.b Consists of shares of common stock of the Registrant issuable under new hire inducement stock option awards as an inducement material to entry into employment with the Registrant in accordance with Nasdaq Listing Rule 5635(c)(4). 2.c The inducement stock option awards were granted on December 15, 2025 with an exercise price equal to the closing price of the Registrant's common stock on the Nasdaq Global Select Market on such date.

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 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A