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July 24, 2024
Leon O. Moulder, Jr.
Chief Executive Officer
Zenas BioPharma, Inc.
1000 Winter Street
North Building, Suite 1200
Waltham, MA 02451
Re: Zenas BioPharma, Inc.
Amendment No. 3 to Draft Registration Statement on Form S-1
Response dated July 16, 2023
CIK No. 0001953926
Dear Leon O. Moulder Jr.:
We have reviewed your response letter dated July 16, 2024 and have the
following
comment.
Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional comments.
Response dated July 16, 2024
Our Pipeline, page 2
1. Currently the progress arrow representing the INDIGO trial shows that
the Phase 3 trial is
more than halfway finished, but that patient enrollment is ongoing and
has not yet been
completed. Please explain why this represents an accurate depiction of
the Phase 3 trial or
alternatively, please revise to reduce the length of the progress arrow
to accurately reflect
the actual status of your pipeline candidate as of the latest
practicable date.
Please contact Li Xiao at 202-551-4391 or Angela Connell at 202-551-3426
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Tyler Howes at 202-551-3370 or Chris Edwards at 202-551-6761 with any other
questions.
July 24, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Nicholas Roper, Esq.