Current Report Filing (8-k)
August 06 2020 - 3:54PM
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): July 31, 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 July 31, 2020, Zosano Pharma Corporation (the Company) entered into an amendment (the Amendment) to that
certain Business Understanding Agreement, dated September 13, 2018, with CSP Technologies, Inc. (CSP) (the Original Agreement, and together with the Amendment, the Amended Agreement), which became a material
agreement to the Company upon the execution of the Amendment.
Pursuant to the Amended Agreement, CSP agreed to provide services related
to the manufacture and assembly of a component (the Product) of Qtrypta (M207) (Qtrypta). Under the Amended Agreement, the parties expressed their mutual intent to
enter into a commercial supply agreement (Supply Agreement) addressing certain of the terms set forth in the Amended Agreement. The Amended Agreement provides that if the Company ceases to purchase the Product from CSP and a Supply
Agreement is not entered into, then the Company may be required to pay CSP up to $2.5 million; however, no such payment will be required in the event of CSPs material breach. The Company may be required to pay CSP an additional payment of
up to $4.6 million if the Company ceases to purchase the Product from CSP and a Supply Agreement is not entered into, except that no such payment will be required in the event of CSPs material breach or if the U.S. Food and Drug
Administration does not approve Qtrypta.
The foregoing description of the Amended Agreement is not complete and is qualified in its
entirety by reference to the text of the Original Agreement and the Amendment, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
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 our intention to enter
into a Supply Agreement with CSP. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause the Companys 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 Companys business in general, see the most recent Annual Report on Form 10-K and Quarterly Reports on Form
10-Q filed with the Securities and Exchange Commission. 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.
Item 9.01.
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Financial Statements and Exhibits.
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*
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Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K. A copy of the omitted portions will be furnished supplementally to the Securities and Exchange Commission upon request.
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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: August 6, 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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