--- title: "Zenas BioPharma licenses orelabrutinib from InnoCare" url: "https://aibio.space/news/zenas-biopharma-licenses-orelabrutinib-innocare-announces-120-0/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-10-08" section: "Financings" tickers: "NASDAQ:ZBIO" source: "https://www.sec.gov/Archives/edgar/data/1953926/000110465925097663/tm2528075d1_ex99-1.htm" summary: "Zenas gains global rights to the BTK inhibitor outside oncology plus two early autoimmune drugs. It also registered an at-the-market program for up to $200" --- By the aibio.space news desk. Sources - [Zenas BioPharma, Inc. 8-K (2025-10-08)](https://www.sec.gov/Archives/edgar/data/1953926/000110465925097663/tm2528075d1_ex99-1.htm) - [Zenas BioPharma, Inc. S-3ASR (2025-10-08)](https://www.sec.gov/Archives/edgar/data/1953926/000110465925097950/tm2525864-3_s3asr.htm) [ZBIO](https://aibio.space/companies/zenas-biopharma/) 2025-10-08 # Zenas BioPharma licenses orelabrutinib from InnoCare, announces $120.0 million placement Tickers [ZBIO](https://aibio.space/companies/zenas-biopharma/) Zenas gains global rights to the BTK inhibitor outside oncology plus two early autoimmune drugs. It also registered an at-the-market program for up to $200,000,000 of stock with Jefferies. ## Key facts - **Company**: Zenas BioPharma, Inc. (NASDAQ: ZBIO) - **News type**: Financings - **Primary source**: [Zenas BioPharma, Inc. 8-K (2025-10-08)](https://www.sec.gov/Archives/edgar/data/1953926/000110465925097663/tm2528075d1_ex99-1.htm) *Office towers against a dusk sky. CC0, via rawpixel. The picture shows the field, not the companies named.* Zenas BioPharma, Inc. (Nasdaq: [ZBIO](https://aibio.space/companies/zenas-biopharma/)) announced on October 8, 2025 a license agreement with InnoCare Pharma Limited and a private placement of common stock expected to bring in approximately $120.0 million. The same day it filed a shelf registration that includes an at-the-market program for up to $200,000,000 of common stock. The license gives Zenas global development and commercialization rights to orelabrutinib, an oral BTK inhibitor, for multiple sclerosis and all therapeutic areas other than oncology. ## The banks and advisers Jefferies and Evercore ISI served as exclusive placement agents for the private placement. The placement included a syndicate of new and existing investors, including mutual funds and healthcare dedicated funds. Jefferies LLC is the sales agent under an Open Market Sale Agreement dated October 8, 2025, for the at-the-market program. Ropes & Gray LLP is named as counsel to the company on the shelf registration. The release and the registration statement do not name counsel to the placement agents. ## Terms of the placement Gross proceeds are expected to be approximately $120.0 million, before placement agent fees and other expenses. Zenas will issue about 6.3 million shares. Institutional and accredited investors pay $19.00 per share, and directors and officers pay $20.85 per share. The last reported sale price on October 7, 2025 was also $20.85. Closing is expected on or about October 9, 2025. The insiders pay more per share than the outside investors in the same deal. The release does not explain why. ## What the license costs Zenas will pay InnoCare upfront and near-term milestone payments of up to $100 million in cash, including milestone achievements expected in 2026. It will also issue up to 7,000,000 shares of Zenas common stock, including shares issuable upon a milestone expected in early 2026. The release says the total of the upfront, near-term, development and regulatory milestones, plus commercial sales milestones for all three programs, exceeds $2 billion. InnoCare is also entitled to tiered royalties of up to the high teens percentage on annual net sales of the licensed products. Most of that total depends on events that have not yet happened. The three programs are orelabrutinib, a novel oral IL-17AA/AF inhibitor and an oral, brain-penetrant TYK2 inhibitor. The last two are expected to begin Phase 1 trials in 2026. ## The trials The release describes orelabrutinib as a highly selective, CNS-penetrant oral BTK inhibitor, and says a pivotal Phase 3 trial in primary progressive MS has been initiated. A second Phase 3 trial in secondary progressive MS is expected to start in the first quarter of 2026. The release says the earlier global Phase 2 trial was in patients with relapsing-remitting MS, where orelabrutinib reduced new Gd+ T1 lesions versus placebo at weeks 12 and 24. The Phase 3 trials are in progressive forms of the disease, a different patient group. InnoCare's chief executive, not an independent party, called the Phase 2 data statistically significant and clinically meaningful. InnoCare's chairwoman and chief executive, Jasmine Cui, said orelabrutinib "has a differentiated mechanism of action." None of the three programs is on the market, and the progressive MS trials have not reported results in the release. ## Cash and the milestone it depends on Upon closing of the placement, Zenas expects its cash, cash equivalents and investments to fund operations into the fourth quarter of 2026. Assuming receipt of the potential $75 million milestone from Royalty Pharma for defined success in the Phase 3 INDIGO trial, that runway extends into the first quarter of 2027. That extension depends on a trial result the company does not yet have. The INDIGO readout is expected around year-end. ## What the shelf adds The placement adds about 6.3 million shares, the license adds up to 7,000,000 more, and the at-the-market program allows sales of up to $200,000,000 of stock over time. The release does not say how the $120.0 million will be split between license payments and operating spending. It does not say whether the at-the-market program would be used if the INDIGO trial does not succeed. Existing shareholders face new shares now, possible share issuances to the licensor and any further sales under the shelf, while the key data for the licensed programs are still ahead. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story ZBIO Zenas BioPharma, Inc. NASDAQ ยท United States Open the starter desk ## More in Financings Financings ### [INmune Bio raises $4.50 million in registered direct offering with warrants](https://aibio.space/news/inmune-bio-raises-4-50-million-registered-direct-offering-warrants/) Oct 29, 2026 Financings ### [Lexeo Therapeutics files $300 million shelf registration](https://aibio.space/news/lexeo-therapeutics-files-300-million-shelf-registration/) Oct 29, 2026 Financings ### [ProKidney files $650 million shelf with $200 million Jefferies sales program](https://aibio.space/news/prokidney-files-650-million-shelf-200-million-jefferies-sales-program/) Oct 29, 2026 --- Source page: https://aibio.space/news/zenas-biopharma-licenses-orelabrutinib-innocare-announces-120-0/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Zenas BioPharma licenses orelabrutinib from InnoCare", 2025-10-08, https://aibio.space/news/zenas-biopharma-licenses-orelabrutinib-innocare-announces-120-0/