Document


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 14, 2019
 
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):
 
 
o
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
o
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
 
o
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 (§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  x
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.  x
Securities registered pursuant to Section 12(b) of the Act:





Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, 0.0001 par value
ZSAN
The Nasdaq Capital Market








Item 2.02    Results of Operations and Financial Conditions.
On May 14, 2019, we issued a press release titled “Zosano Pharma Reports First Quarter 2019 Financial Results.” The press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.
The information in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
Item 9.01    Financial Statements and Exhibits.
 
(d)
Exhibits.
Exhibit
  
Description
 
 
99.1

  






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 14, 2019
 
 
By:
 
/s/ Gregory Kitchener
 
 
 
 
 
Name: Gregory Kitchener
 
 
 
 
 
Title:   Chief Financial Officer



Exhibit


Zosano Pharma Reports First Quarter 2019 Financial Results

Multiple catalysts, including QtryptaTM NDA submission, anticipated in 2019
Company bolstered balance sheet to advance proprietary programs and expand applicability of ADAM microneedle technology
Conference call scheduled for 1:30 pm PT today

FREMONT, Calif., May 14, 2019 -- Zosano Pharma Corporation (NASDAQ:ZSAN), a clinical-stage biopharmaceutical company, today announced financial results for the first quarter ended March 31, 2019, as well as recent business highlights.

"With a number of key catalysts planned in 2019, including submission of a New Drug Application (NDA) for Qtrypta, we are pleased with our recent equity financing to support our continued progress,” said John Walker, chairman and CEO of Zosano. “Qtrypta, which we believe has the potential to be a best-in-class triptan for the acute treatment of migraine, is the first application of our ADAM microneedle technology. As we pursue marketing approval for Qtrypta, we plan to expand and leverage our ADAM patch technology to pursue additional drug candidates and indications that may benefit from the rapid and convenient delivery afforded by our platform.”

Recent Business Highlights
Completed public offering of common stock, raising $18.4 million in net proceeds
Research coverage initiated by Cantor Fitzgerald and Maxim Group
Announced a publication in Headache, which highlights the performance of Qtrypta in successfully addressing the important clinical endpoints of pain freedom and freedom from most bothersome symptom (MBS) at 2 hours.

Financial Results for the First Quarter Ended March 31, 2019
Zosano reported a net loss for the first quarter of 2019 of $9.4 million, or $0.79 per share on a basic and diluted basis, compared with a net loss of $8.2 million, or $4.16 per share on a basic and diluted basis, for the same quarter in 2018.

Research and development expenses for the first quarter of 2019 were $6.6 million, compared with $5.8 million for the same quarter in 2018. The increase of $0.8 million was primarily due to the scale up and transfer of technology to our contract manufacturers, offset by lower clinical trial costs.

General and administrative expenses for the first quarter of 2019 were $2.9 million, compared with $2.3 million in 2018. The increase of $0.6 million was mainly due to outside professional fees, and higher stock compensation expense.

As of March 31, 2019, cash, cash equivalents and marketable securities were $11.0 million, compared with $23.0 million as of December 31, 2018. The decrease was partially impacted by the timing of certain payables as well as capital expenditures related to manufacturing. After the end of the first quarter, the company completed a public offering of common stock and received $18.4




million in net proceeds, after deducting underwriting discounts and commissions and estimated offering expenses payable by Zosano.

Conference Call Information
Zosano will host a conference call and live audio webcast this afternoon at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time to discuss first quarter 2019 financial results and provide a corporate update.

The live call may be accessed by dialing (844) 379-5311 for domestic callers or (209) 905-5963 for international callers. The conference ID is 8096035. A live webcast of the call can be accessed online from the investor relations section of the Zosano website at http://ir.zosanopharma.com/events.cfm and will be archived there for 30 days.

About Zosano Pharma
Zosano Pharma Corporation is a clinical stage biopharmaceutical company focused on providing administration of therapeutics to patients using its intracutaneous delivery system, which consists of titanium microneedles coated with drug that can enable rapid systemic administration to patients. The company’s lead product candidate is Qtrypta (M207), which is Zosano’s proprietary formulation of zolmitriptan delivered via its intracutaneous delivery technology for the treatment of migraine disease. In February 2017, the company announced statistically significant results from the ZOTRIP pivotal study and in February 2019, Zosano announced the completion of the final milestone in its long-term safety study. Learn more at www.zosanopharma.com.

Forward-Looking Statements
This press release contains forward-looking statements regarding the expected timing of a New Drug Application for Qtrypta (M207) 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 quarterly report on Form 10-Q. Although Zosano believes 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:
Greg Kitchener
Chief Financial Officer
510-745-1200

PR Contacts:




Sylvia Wheeler or Alexandra Santos
swheeler@wheelhouselsa.com or asantos@wheelhouselsa.com





ZOSANO PHARMA CORPORATION
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share and per share amounts)
(unaudited)
 
Three Months Ended March 31,
 
2019
 
2018
Revenue
$

 
$

Operating expenses:
 
 
 
Research and development
6,616

 
5,806

General and administrative
2,871

 
2,260

Total operating expenses
9,487

 
8,066

Loss from operations
(9,487
)
 
(8,066
)
Other income (expense):
 
 
 
Interest income
80

 
15

Interest expense
(41
)
 
(156
)
Other income, net
22

 
1

Loss before provision for income taxes
(9,426
)
 
(8,206
)
Provision for income taxes

 

Net loss
$
(9,426
)
 
$
(8,206
)
Unrealized gain on marketable securities, net of tax
6

 

Comprehensive loss
$
(9,420
)
 
$
(8,206
)
 
 
 
 
Net loss per common share – basic and diluted
$
(0.79
)
 
$
(4.16
)
Weighted-average shares used in computing net loss per common share – basic and diluted
11,973,039

 
1,973,039































ZOSANO PHARMA CORPORATION
CONDENSED BALANCE SHEETS
(in thousands, except par value and share amounts)
 
March 31,
2019
 
December 31,
2018
 
(unaudited)
 
 
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
6,142

 
$
9,140

Marketable securities at fair value
4,896

 
13,862

Prepaid expenses and other current assets
921

 
358

Total current assets
11,959

 
23,360

Restricted cash
455

 
455

Property and equipment, net
16,869

 
11,916

Operating lease right-of-use assets
6,219

 

Other long-term assets
21

 
49

Total assets
$
35,523

 
$
35,780

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
 
 
 
Accounts payable
$
3,678

 
$
4,450

Accrued compensation
2,742

 
2,092

Build-to-suit obligation, current portion
2,451

 
2,326

Operating lease liabilities, current portion
985

 

Other accrued liabilities
5,304

 
2,419

Total current liabilities
15,160

 
11,287

Build-to-suit obligation, long-term portion, net of debt issuance costs and discount
4,044

 
4,478

Operating lease liabilities, long-term portion
6,638

 

Other liabilities
30

 
18

Deferred rent

 
1,287

Total liabilities
25,872

 
17,070

Stockholders’ equity:
 
 
 
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding as of March 31, 2019 and December 31, 2018

 

Common stock, $0.0001 par value; 250,000,000 shares authorized; 11,973,039 shares issued and outstanding as of March 31, 2019 and December 31, 2018
1

 
1

Additional paid-in capital
280,307

 
279,946

Accumulated deficit
(270,658
)
 
(261,232
)
Accumulated other comprehensive income (loss)
1

 
(5
)
Total stockholders’ equity
9,651

 
18,710

Total liabilities and stockholders’ equity
$
35,523

 
$
35,780