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): May 17, 2018

 

 

ZOSANO PHARMA CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36570   45-4488360

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

34790 Ardentech Court

Fremont, CA 94555

(Address of principal executive offices) (Zip Code)

(510) 745-1200

Registrant’s telephone number, including 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 ( see General Instruction A.2. below):

 

  ☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Steven A. Elms

On May 17, 2018, our Board of Directors elected Steven A. Elms to our Board of Directors to serve as an independent Class II director. The term of our Class II directors (including Mr. Elms) will end at the annual meeting of stockholders in 2019. Mr. Elms was also appointed as a member of our Compensation Committee on May 17, 2018. Effective May 17, 2018, the Compensation Committee members consist of: Kleanthis Xanthopoulos, Kenneth Greathouse, and Steven A. Elms.

Mr. Elms will receive annual cash compensation of $45,000 for his service as a member of the Board of Directors, such amount to be pro-rated to reflect the amount of time that Mr. Elms serves in such capacity in 2018.

We also granted Mr. Elms an option to purchase 25,000 shares of our common stock at an exercise price of $4.27 per share, which was the closing price of our common stock on the Nasdaq Capital Market on the date of grant. The stock option was granted pursuant to our Amended and Restated 2014 Equity and Incentive Plan, as amended (the “Plan”), and vests with respect to 25% of the shares underlying the option on the one year anniversary of the date of grant. The remaining shares underlying the option will vest in substantially equal monthly installments over the following three years, so that the option will be fully vested and exercisable on the fourth anniversary of the date of grant. For so long as he continues to serve on our Board of Directors, Mr. Elms will also receive an annual grant of an option to purchase 1,500 shares of our common stock on the first trading day of each year, at an exercise price equal to the closing price of our common stock on the Nasdaq Capital Market on the date of grant. Such option will vest in 12 substantially equal monthly installments beginning on the first monthly anniversary of the date of grant.

Mr. Elms will also have the benefit of the Company’s standard form of indemnification agreement.

A copy of our press release dated May 22, 2018 announcing the appointment of Mr. Elms to our Board of Directors is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits .

 

Exhibit

Number

  

Exhibit Description

99.1    Press release dated May 22, 2018.

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.

 

    ZOSANO PHARMA CORPORATION
Dated: May 22, 2018    

By:

  /s/ John Walker
      Name: John Walker
      Title: President and Chief Executive Officer

Exhibit 99.1

 

LOGO

Zosano Appoints Steven A. Elms to Board of Directors

FREMONT, CA, May  22, 2018 - Zosano Pharma Corporation (NASDAQ:ZSAN) (“Zosano” or the “Company”) a clinical-stage biopharmaceutical company focused on providing rapid systemic administration of therapeutics to subjects using its proprietary Adhesive Dermally-Applied Microarray (“ADAM™”) technology, today announced that Steven A. Elms, Managing Partner at Aisling Capital, has been appointed to the Company’s Board of Directors. Aisling was a lead investor in the follow-on financing that Zosano recently completed in early-April.

“On behalf of our entire Board, I am pleased to welcome Steven as a member of our Board of Directors,” commented John Walker, Chief Executive Officer and Chairman of the Board. “Steven’s investment banking and Wall Street experience make him an ideal addition to our Board. He adds to the strong industry experience already represented on our Board with his working knowledge of M&A, financings and the full range of capital market transactions. We look forward to having his perspective available as we advance our strategic opportunities.”

“I am pleased to join the Zosano Board,” commented Mr. Elms. “I look forward to working to maximize the value of the Company and its technology and I am especially excited about the commercial potential of Zosano’s zolmitriptan product for migraine, M207.”

Mr. Elms joined Aisling in July of 2000 and currently serves as one of the Managing Partners. Previously, he was a Principal in the Life Sciences Investment Banking Group of H&Q. During his five years at H&Q, Mr. Elms was involved in over 60 financing and M&A transactions, helping clients raise in excess of $3.3 billion in capital. Prior to H&Q, Mr. Elms traded mortgage-backed securities at Donaldson, Lufkin & Jenrette. His previous healthcare sector experience includes over two years as a pharmaceutical sales representative for Marion Laboratories and two years as a consultant for The Wilkerson Group.

About Zosano Pharma

Zosano Pharma Corporation is a clinical stage biopharmaceutical company focused on providing rapid systemic administration of therapeutics to subjects using our proprietary ADAM technology. The Company previously announced positive results from our ZOTRIP study that evaluated M207, which is our proprietary formulation of zolmitriptan delivered via our ADAM technology, as an acute treatment for migraine, and is currently conducting a long-term safety study of M207. Zosano is focused on developing products where rapid administration of established molecules with known safety and efficacy profiles provides an increased benefit to

subjects, for markets where subjects remain underserved by existing therapies. The Company anticipates that its current and future development programs may enable the Company to utilize a regulatory pathway that would streamline clinical development and accelerate the path towards commercialization. Learn more at www.zosanopharma.com.

About M207

M207 is our proprietary formulation of zolmitriptan delivered utilizing Zosano’s proprietary ADAM technology. Zosano’s ADAM technology consists of titanium microprojections coated with drug, and in the case of M207, our formulation of zolmitriptan. Our ADAM technology delivers drug by abrading the stratum corneum and allowing drug to be absorbed into the microcapillary system of the skin. In February 2017, the Company announced statistically significant results from the ZOTRIP trial, which demonstrated that the 3.8mg dose of M207 met both co-primary endpoints, achieving pain freedom and most bothersome symptom freedom at 2 hours. In November 2017, the Company announced the initiation of its long-term safety study evaluating M207 and expects to file an NDA for M207 in the fourth quarter of 2019.

Forward-Looking Statements

This press release contains forward-looking statements regarding the timing of expected clinical development milestones, sufficiency of our capital resources and need for future funding and other future events and expectations. Readers are urged to consider statements that include the words “may,” “will,” “would,” “could,” “should,” “might,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “anticipates,” “intends,” “continues,” “forecast,” “designed,” “goal,” “unaudited,” “approximately” or the negative of those words or other comparable words to be uncertain and forward-looking. These statements are subject to risks and uncertainties that are difficult to predict and actual outcomes may differ materially. These include risks and uncertainties, without limitation, associated with the process of discovering, developing and commercializing products that are safe and effective for use as human therapeutics, risks inherent in the effort to build a business around such products and other risks and uncertainties described under the heading “Risk Factors” in the Company’s most recent annual report on Form 10-K. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot in any way guarantee that the future results, level of activity, performance or events and circumstances reflected in forward-looking statements will be achieved or occur. All forward-looking statements are based on information currently available to Zosano and Zosano assumes no obligation to update any such forward-looking statements.

Zosano Contact:

John Walker

Chief Executive Officer and Chairman of the Board

510-745-1200