Zentalis Pharmaceuticals Grants Stock Options to New Employee Under Nasdaq Rule 5635(c)(4)

Zentalis Pharmaceuticals, Inc. (Nasdaq: ZNTL), a clinical-stage biopharmaceutical company focused on discovering and developing small molecule therapeutics targeting fundamental biological pathways of cancers, announced on February 3, 2025, that it granted non-qualified stock options to purchase an aggregate of 35,000 shares of the Company’s common stock to one newly hired employee. The stock options were granted under the Zentalis Pharmaceuticals, Inc. 2022 Employment Inducement Incentive Award Plan (2022 Inducement Plan) as an inducement material to such individual’s entering into employment with Zentalis in accordance with Nasdaq Listing Rule 5635(c)(4).

The 2022 Inducement Plan is used exclusively for the grant of equity awards to individuals who were not previously employees of Zentalis, or following a bona fide period of non-employment, as an inducement material to each such individual’s entering into employment with Zentalis, pursuant to Nasdaq Listing Rule 5635(c)(4). The stock options have an exercise price of $1.68 per share, which is equal to the closing price of Zentalis’ common stock on The Nasdaq Global Market on the date of grant. The stock options have a 10-year term and will vest over four years, with 25% of the options vesting on the first anniversary of the vesting commencement date and the remaining 75% of the options vesting in equal monthly installments over the three years thereafter. Vesting of the stock options is subject to the employee’s continued service to Zentalis on each vesting date.



This inducement grant aligns with Zentalis Pharmaceuticals’ long-term strategic goals and financial projections by attracting and retaining talent, aligning interests, providing a long-term incentive, and being a relatively small expense compared to the potential value that the employee could bring to the company. The grant is also in line with Nasdaq Listing Rule 5635(c)(4), which allows companies to grant equity awards to new employees as an inducement material to their entering into employment with the company.



In comparison to previous inducement grants made by Zentalis Pharmaceuticals, this grant is relatively small in terms of the number of options granted. However, the exercise price and vesting schedule are similar to those of previous grants, indicating that the company maintains a consistent approach to equity compensation for new employees. This trend suggests that Zentalis Pharmaceuticals is committed to attracting and retaining top talent in the biopharmaceutical industry, which is crucial for a clinical-stage company like Zentalis.

In conclusion, Zentalis Pharmaceuticals’ inducement grant under Nasdaq Listing Rule 5635(c)(4) is a strategic move that aligns with the company’s long-term goals and financial projections. By granting stock options to a newly hired employee, Zentalis is able to attract and retain talent, align interests, and provide a long-term incentive, all while keeping the expense relatively small compared to the potential value that the employee could bring to the company. This grant is also consistent with the company’s previous inducement grants, demonstrating Zentalis’ commitment to maintaining a competitive edge in the biopharmaceutical industry.