Current Report Filing (8-k)
09 June 2020 - 7:19AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 8, 2020
ZOSANO PHARMA CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-36570
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45-4488360
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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34790 Ardentech Court
Fremont, CA 94555
(Address of principal executive offices) (Zip Code)
(510) 745-1200
(Registrants telephone number, include area code)
Not applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Trading Symbol
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Name of each exchange
on which registered
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Common Stock, $0.0001 par value
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ZSAN
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The Nasdaq Stock Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 1.01.
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Entry into a Material Definitive Agreement.
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On June 8, 2020, Zosano Pharma Corporation (the Company) entered into a Sales Agreement (the Sales Agreement) with
BTIG, LLC (BTIG) pursuant to which the Company may sell from time to time, at its option, up to an aggregate of $20 million of shares of its common stock (the Shares) with BTIG acting as sales agent. Sales of the Shares,
if any, will be made pursuant to the Companys effective Registration Statement on Form S-3 (Reg. No. 333-237187), the base prospectus filed as part of such
registration statement and the prospectus supplement dated June 8, 2020, by any method that is deemed to be an at-the-market offering as defined in Rule
415 under the Securities Act of 1933, as amended, including, without limitation, sales made directly on the Nasdaq Capital Market, on any other existing trading market for the Companys common stock or to or through a market maker or through an
electronic communications network. After consultation with the Company, BTIG may also sell Shares in privately negotiated transactions. In addition, if authorized by the Company in writing, BTIG may purchase Shares as principal. BTIG will use its
commercially reasonable efforts to sell the Shares from time to time, based upon the Companys instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company cannot
provide any assurances that it will issue any shares of its common stock pursuant to the Sales Agreement. The Company will pay BTIG a commission of 3% of the gross proceeds from the sale of the Shares, if any. The Company has also agreed to provide
BTIG with customary indemnification rights. The offering of the Shares will terminate upon the earliest of (a) the sale of all of the Shares or (b) the termination of the Sales Agreement by the Company or BTIG.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such
agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Latham & Watkins LLP, counsel to the Company, has issued an opinion to the Company, dated June 8, 2020, regarding the validity
of the shares of common stock to be issued and sold pursuant to the Sales Agreement. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer
to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such state.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Date: June 8, 2020
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ZOSANO PHARMA CORPORATION
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By:
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/s/ Christine Matthews
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Christine Matthews
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Chief Financial Officer
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