--- title: "Zenas BioPharma closes $200,000,000 convertible senior notes offering due 2032" url: "https://aibio.space/news/zenas-biopharma-closes-200-000-000-convertible-senior-notes-offering/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-03-31" section: "Debt Financing" tickers: "NASDAQ:ZBIO" source: "https://www.sec.gov/Archives/edgar/data/1953926/000110465926037821/tm2610711d1_8k.htm" summary: "Zenas BioPharma closed a $200 million offering of 2.50% convertible senior notes due 2032, with net proceeds of about $193.7 million and Jefferies, Evercor" --- By the aibio.space news desk. Sources - [Zenas BioPharma, Inc. Form 8-K filed March 31, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1953926/000110465926037821/tm2610711d1_8k.htm) - [Zenas BioPharma, Inc. Form 10-K filed March 16, 2026: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1953926/000110465926027964/zbio-20251231x10k.htm) [ZBIO](https://aibio.space/companies/zenas-biopharma/) 2026-03-31 # Zenas BioPharma closes $200,000,000 convertible senior notes offering due 2032 Tickers [ZBIO](https://aibio.space/companies/zenas-biopharma/) Zenas BioPharma closed a $200 million offering of 2.50% convertible senior notes due 2032, with net proceeds of about $193.7 million and Jefferies, Evercore, Citigroup and Guggenheim as representatives. Its 10-K reports substantial doubt about going concern. ## Key facts - **Company**: Zenas BioPharma, Inc. (NASDAQ: ZBIO) - **News type**: Debt Financing - **Primary source**: [Zenas BioPharma, Inc. Form 8-K filed March 31, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1953926/000110465926037821/tm2610711d1_8k.htm) *A financial district skyline and bay. Photo: Carol M Highsmith, CC0, via rawpixel. The picture shows the field, not the companies named.* Zenas BioPharma, Inc. completed a public offering of $200 million aggregate principal amount of 2.50% convertible senior notes due 2032 on March 31, 2026, according to a [Form 8-K](https://www.sec.gov/Archives/edgar/data/1953926/000110465926037821/tm2610711d1_8k.htm) filed the same week. U.S. Bank Trust Company, National Association is trustee under the indentures dated March 31, 2026. Ropes & Gray LLP gave the opinion on the validity of the notes and the underlying common stock. The company agreed on March 26, 2026 to sell the notes to underwriters represented by Jefferies LLC, Evercore Group L.L.C., Citigroup Global Markets Inc. and Guggenheim Securities, LLC. Net proceeds were approximately $193.7 million after underwriting discounts and offering expenses. The underwriters also hold a 30-day option to buy more notes to cover over-allotments. ## Terms of the notes The notes are general, unsecured senior obligations. Interest is 2.50% a year, paid semiannually on April 1 and October 1, starting October 1, 2026. They mature April 1, 2032, unless converted, redeemed or repurchased earlier. The initial conversion rate is 37.7358 shares of common stock per $1,000 principal amount, an initial conversion price of about $26.50 per share. At the initial maximum conversion rate of 50.0000 shares per $1,000, up to 11,500,000 shares could be issued. Holders may convert only in defined circumstances. These include calendar quarters after June 30, 2026 when the stock trades above 130% of the conversion price for at least 20 of 30 trading days, certain corporate events, a redemption call, and the period from January 1, 2032 until the day before maturity. The company may redeem the notes on or after April 8, 2030, but only if the stock trades above 130% of the conversion price. Partial redemptions require at least $75,000,000 of principal to stay outstanding. If a fundamental change occurs, including certain business combinations and certain delisting events, holders may require repurchase at par plus accrued interest. ## Default terms Events of default include certain payment defaults, failure to convert a note on time, a cross default on other debt of at least $30,000,000, unpaid judgments of at least $30,000,000, and bankruptcy events. Most defaults can be declared payable by the trustee or holders of at least 25% of the notes. For certain reporting failures the company may choose special interest of 0.25% of principal for 180 days, then 0.50%, as the sole remedy. ## The company's financial position Zenas's 10-K for 2025, filed March 16, 2026, reports revenue of $10.0 million for 2025, up from $5.0 million for 2024. Research and development expense was $168.1 million in 2025, up from $139.1 million. The net loss was $377.7 million for 2025, against $157.0 million for 2024. Cash used in operations was $172.3 million in 2025 and $119.7 million in 2024. The 10-K says the company's auditor has expressed substantial doubt about its ability to continue as a going concern, and lists a loan agreement with Pharmakon among the company's debt. ## Use of proceeds and the stock sale The same day, Zenas closed a sale of 5,000,000 shares of common stock at $20.00 per share, through the same four representatives, with a 30-day option on 750,000 more shares. Net proceeds were approximately $93.7 million. The company intends to use the proceeds of both offerings to support the planned US commercial launch of obexelimab for IgG4-RD, if approved, to fund its orelabrutinib Phase 3 trials in progressive multiple sclerosis and ZB021 Phase 1 and Phase 2 development, and for working capital. The 10-K says the Phase 3 INDIGO trial of obexelimab, reported in January 2026, showed a 56% reduction in the risk of IgG4-RD flare against placebo (Hazard Ratio 0.44, p=0.0005), and that the company plans to submit a Biologics License Application in the second quarter of 2026. Those are company-reported results and the drug is not approved. The 10-K also lists a risk: its sole contract manufacturer for obexelimab, WuXi Biologics (Hong Kong) Limited, is in China. The notes are unsecured, which means holders have no claim on specific company assets ahead of other creditors. Conversion at the initial price would dilute existing holders in proportion to the shares issued, and the company may pay cash rather than issue shares. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story ZBIO Zenas BioPharma, Inc. 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Cite as: aibio.space, "Zenas BioPharma closes $200,000,000 convertible senior notes offering due 2032", 2026-03-31, https://aibio.space/news/zenas-biopharma-closes-200-000-000-convertible-senior-notes-offering/