Washington, D.C. 20549







Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 14, 2019




(Exact name of registrant as specified in its charter)




Delaware   001-36570   45-4488360

(State or other jurisdiction

of incorporation)



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.

On January 14, 2019, the Board of Directors of Zosano Pharma Corporation (the “Company”) appointed Linda Grais M.D., J.D., effective immediately, to serve as a member of the Board. Dr. Grais was appointed as a Class I director, with an initial term expiring at the Company’s 2021 annual meeting of stockholders.

Dr. Grais will receive annual cash compensation of $45,000 for her service as a member of the Board of Directors.

The Company also granted Dr. Grais an option to purchase 25,000 shares of its common stock at an exercise price of $2.56 per share, which was the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of grant. The stock option was granted pursuant to the Company’s Amended and Restated 2014 Equity and Incentive Plan, as amended, 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 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.

Dr. Grais will also have the benefit of the Company’s standard form of indemnification agreement.


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.


Dated: January 16, 2019     By:  

/s/ Gregory Kitchener

      Name: Gregory Kitchener
      Title: Chief Financial Officer