ZSAN Zosano Pharma Corporation

On February 8, 2022, Zosano Pharma Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC (“Maxim”) related to the public offering by the Company of 51,250,000 units (“Units”), each consisting of one share of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and one Series F Common Stock Purchase Warrant (“Series F Warrant”) to purchase one share of Common Stock, at a public offering price of $0.30 per Unit ($0.29 per share of Common Stock and $0.01 per Warrant). The Company also granted Maxim an option for a period of 30 days to purchase up to an additional 7,687,500 shares of Common Stock and/or additional Series F Warrants to purchase up to 7,687,500 shares of Common Stock. On February 9, 2022, Maxim partially exercised the option and notified the Company that it will be purchasing the additional Series F Warrants to purchase up to 7,687,500 shares of Common Stock.

The Series F Warrants will be immediately exercisable and have an exercise price per share equal to $0.30. The Series F Warrants will remain exercisable until their expiration on the fifth anniversary of the issuance date.

The shares of Common Stock and the Series F Warrants comprising the Units are immediately separable and will be issued separately, but will be purchased together in this offering. Computershare, Inc. and Computershare Trust Company, N.A. (collectively, “Computershare”) will serve as the agent for the Company with respect to the Series F Warrants pursuant to a warrant agency agreement (the “Warrant Agency Agreement”) to be entered into by Computershare and the Company on the closing date of the offering.

The Company estimates that the net proceeds from the offering will be approximately $14.0 million, assuming no exercise of the Series F Warrants issued in the offering and no exercise by Maxim of the option to purchase additional shares of Common Stock and after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company currently expects to use the net proceeds from the offering to fund pre-commercialization activities and for general working capital and corporate purposes.

The closing of the offering is subject to the satisfaction of customary closing conditions set forth in the Underwriting Agreement. The Underwriting Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. The offering is expected to close on February 10, 2022.

On February 8, 2022, the Company also entered into voting agreements with certain investors purchasing Units (the “Voting Agreements”). Pursuant to the terms of the Voting Agreements, such investors have agreed to vote all shares of Common Stock they beneficially own on the closing date of the offering, including the shares purchased in the offering, with respect to any proposals presented to the stockholders of the Company at the Company’s next stockholders’ meeting. Such investors’ agreement to vote their shares of Common Stock in accordance with the immediately preceding sentence does not require the holder to vote for or against any particular proposal or proposals, whether or not such proposal or proposals are recommended by the Company’s board of directors.

The offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration Statement No. 333-257682) previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) and a prospectus supplement and accompanying prospectus filed with the SEC.

The foregoing descriptions of the Underwriting Agreement, the Series F Warrants, the Warrant Agency Agreement and the Voting Agreements are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, the form of Series F Warrant, the form of Warrant Agency Agreement and the form of Voting Agreement, copies of which are filed as Exhibit 1.1, Exhibit 4.1, Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference herein.

A copy of the opinion of Latham & Watkins LLP relating to the validity of the securities issued in the offering is filed herewith as Exhibit 5.1.

Forward-Looking Statements

This report contains forward-looking statements. All statements other than statements of historical facts contained herein are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the intended use of proceeds from the offering, the expected closing date for the offering, the Company’s future cash runway and capital requirements and the exploration of financial and strategic alternatives to maximize value. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the Company’s business in general, see the Company’s prospectus supplement filed with the SEC on February 9, 2022, including the documents incorporated by reference therein, which include the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2021 and its other periodic reports filed with the SEC. The Company does not plan to publicly update or revise any forward-looking statements contained in this report, whether as a result of any new information, future events, changed circumstances or otherwise, except as required by law.