ZENAS BIOPHARMA, INC.Up to 7,000,000 Shares of Common Stock

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This prospectus relates to the resale or other disposition from time to time of up to 7,000,000 shares (the "Shares") of our common stock, par value $0.0001 per share (the "Common Stock"), by the selling stockholder (the "Selling Stockholder") identified in this prospectus, including its transferees, pledgees, donees or successors.

The Selling Stockholder acquired the Shares pursuant to the terms of a subscription agreement (the "Subscription Agreement") dated October 7, 2025, between us and InnoCare Pharma Inc. ("InnoCare") in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(a)(2) thereof. We are filing the registration statement on Form S-3ASR to fulfill our contractual obligations with the Selling Stockholder to provide for the resale by the Selling Stockholder of the Shares offered hereby. See "Selling Stockholder" beginning on page 11 for more information about the Selling Stockholder.

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