XML 50 R19.htm IDEA: XBRL DOCUMENT v3.25.0.1
Common Stock
 12 Months Ended
Dec. 31, 2024
Common Stock  
Common Stock

10.Common Stock

In August 2023, all outstanding shares of ordinary stock of Zenas Cayman automatically converted into shares of common stock of the Company upon the Redomicile and incorporation of the Company in the State of Delaware as Zenas BioPharma, Inc. In May 2024, the Company amended and restated its certificate of incorporation, whereby the Company increased the shares of common stock it was authorized to issue to 294,784,925 shares. Upon consummation of the IPO,

the Company restated its certificate of incorporation, and as of December 31, 2024, the Company was authorized to issue 175,000,000 shares of $0.0001 par value common stock. The voting, dividend and liquidation rights of the holders of the Company’s common stock were subject to and qualified by the rights, powers and preference of the holders of any preferred stock then issued and outstanding.

The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders (and written actions in lieu of meetings), and there are not any cumulative voting rights. The number of authorized shares of common stock may be increased or decreased by the affirmative vote of the holders of shares of capital stock of the Company; however, the issuance of common stock may be subject to the vote of the holders of one or more series of convertible preferred stock.

The Company had reserved the following shares of common stock for the potential conversion of outstanding convertible preferred stock and exercise of stock options:

​

​

​

​

​

​

​

​

December 31, 

​

    

2024

    

2023

Conversion of outstanding shares of convertible preferred stock

​

—

​

11,587,744

Options to purchase common stock

​

8,706,197

​

2,382,933

Remaining shares reserved for future issuance

​

359,399

​

60,792

Total

​

9,065,596

​

14,031,469

​