UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition. |
On May 13, 2026, Zenas BioPharma, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 11, 2026, Zenas BioPharma, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As previously disclosed in the Company’s Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on March 16, 2026, Tomas Kiselak did not stand for re-election at the expiration of his term ending at the Annual Meeting, and, accordingly, as of the conclusion of the Annual Meeting Mr. Kiselak’s term ended with his resignation from the Board of Directors of the Company, and the size of the Board of Directors was reduced by one.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the stockholders of the Company voted on the following proposals:
Proposal One: The stockholders elected each of the two nominees listed below as Class II directors to serve on the Company’s Board of Directors for a term of three years expiring at the Company’s 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified, based on the following votes:
| Director Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| James Boylan | 44,083,930 | 4,121,508 | 2,499 | 4,458,184 | ||||||||||||
| Patrick Enright | 44,253,715 | 3,951,474 | 2,748 | 4,458,184 | ||||||||||||
Proposal Two: The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026, based on the following votes:
| For | Against | Abstain | |||||
| 52,654,975 | 7,650 | 3,496 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release issued by the Company on May 13, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZENAS BIOPHARMA, INC. | |||
| By: | /s/ Jennifer Fox | ||
| Name: | Jennifer Fox | ||
| Title: | Chief Business Officer and Chief Financial Officer | ||
Date: May 13, 2026