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): May 10, 2022
(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:
Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par valueZSANThe Nasdaq Stock Market
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 2.02    Results of Operations and Financial Condition.
On May 13, 2022, Zosano Pharma Corporation (the “Company”) issued a press release titled “Zosano Pharma Reports First Quarter 2022 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, as amended (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, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 10, 2022, Joseph “Jay” P. Hagan tendered his resignation as a director of the board of directors (the “Board”) of the Company and as chairperson of the audit committee of the Board, effective immediately. Mr. Hagan's resignation is not based on any disagreement with the Company on any matter relating to the Company’s operations, policies or practice.
Following Mr. Hagan's resignation, on May 10, 2022, pursuant to the authority contained in the Company’s amended and restated certificate of incorporation, the Board approved decreasing the size of the Board to five members.
Item 9.01    Financial Statements and Exhibits.
Exhibit  Description
104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
Date: May 13, 2022 By: /s/ Christine Matthews
  Name: Christine Matthews
  Title: Chief Financial Officer


Zosano Pharma Reports First Quarter 2022 Financial Results

FREMONT, Calif., May 13, 2022 -- Zosano Pharma Corporation (NASDAQ:ZSAN), a clinical-stage biopharmaceutical company, today announced financial results for the first quarter ended March 31, 2022. All share and per share information included in these financial results and statements has been retroactively adjusted to give effect to our April 11, 2022 1-for-35 reverse stock split.

Zosano reported a net loss for the first quarter of 2022 of $33.4 million, or $7.86 per share on a basic and diluted basis, compared with a net loss of $8.1 million, or $2.73 per share on a basic and diluted basis, for the same quarter in 2021.

Research and development expenses for the first quarter of 2022 were $4.5 million, compared with $5.3 million for the same quarter in 2021. The decrease of $0.8 million was primarily due to a decrease of $0.6 million in employee and consulting expenses and $0.3 million in spending for clinical trials, offset by a $0.1 million increase in pre-commercial activities.

General and administrative expenses for the first quarter of 2022 were $2.9 million compared with $2.8 million for the same quarter in 2021. The increase was primarily due to an increase of $0.5 million in professional service fees to our financial and legal advisors and $0.2 million for services related to a special stockholders’ meeting, offset by $0.6 million in lower employee-related expenses.

The impairment loss of $25.9 million for the three months ended March 31, 2022, consists of the write-down of $24.8 million of property and equipment and $1.1 million of right-of-use assets. The impairment loss was primarily related to the write-down of specialized equipment and related manufacturing space for the commercial manufacture of the company’s suspended M207 program.

As of May 11, 2022, the company had approximately $9.9 million of cash and cash equivalents, compared with $13.5 million and $11.0 million as of March 31, 2022 and December 31, 2021, respectively. The company will need substantial additional funding to fund its operations and will not be able to continue as a going concern if it is unable to raise additional funds.

About Zosano Pharma
Zosano Pharma Corporation is a clinical-stage biopharmaceutical company focused on providing rapid administration of approved molecules with established safety and efficacy profiles that may provide substantial benefit to patients, in markets where patients remain underserved by existing therapies. The company’s transdermal microneedle system technology consists of titanium microneedles coated with drug that are designed to enable rapid systemic administration of therapeutics to patients. Learn more at www.zosanopharma.com.

Forward-Looking Statements
This press release 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 benefits and potential uses of the company’s transdermal microneedle system, statements regarding a need for additional funding in order to continue operations and other future events and expectations described in this press release. 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,” “scheduled,” “goal,” “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 company’s ability to continue operations, successfully restructure its indebtedness or complete any strategic transactions and other risks and uncertainties described under the heading “Risk Factors” in the company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q. Although Zosano believes that the expectations reflected in these forward-looking statements are reasonable, Zosano 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 Contacts:
Christine Matthews
Chief Financial Officer

Zosano PR:
Sylvia Wheeler or Alexandra Santos
swheeler@wheelhouselsa.com or asantos@wheelhouselsa.com 

(in thousands, except par value and share amounts)
March 31,
December 31,
Current assets:
Cash and cash equivalents$    13,529$    11,043
Accounts receivable91146
Prepaid expenses and other current assets2,012420
Total current assets15,63211,609
Restricted cash455455
Property and equipment, net7,92232,557
Operating lease right-of-use assets2,4363,769
Total assets$    26,445$    48,390
Current liabilities:
Accounts payable$    3,720$    2,120
Accrued compensation4751,767
Build-to-suit obligation, current portion, net of debt issuance costs and discount1,7393,822
Operating lease liabilities, current portion1,6421,606
Other accrued liabilities2,1541,818
Total current liabilities9,73011,133
Build-to-suit obligation, long-term portion, net of debt issuance costs and discount970
Operating lease liabilities, long-term portion2,6623,081
Other long-term liabilities231
Total liabilities12,39215,415
Stockholders’ equity:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding as of March 31, 2022 and December 31, 2021
Common stock, $0.0001 par value; 250,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 4,902,260 and 3,434,451 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively
Additional paid-in capital409,577395,090
Accumulated deficit(395,524)(362,115)
Total stockholders’ equity
Total liabilities and stockholders’ equity$    26,445$    48,390

(in thousands, except per share amounts)
 Three Months Ended March 31,
Service revenue$    132$    258
Operating expenses:
Cost of service revenue86162
Research and development4,4815,330
General and administrative2,9422,814
Impairment loss25,941
Total operating expenses
Loss from operations(33,318)(8,048)
Other income (expense):
Interest income21
Interest expense(73)(97)
Other income (expense), net(20)2
Loss before provision for income taxes
Provision for income taxes
Net loss$    (33,409)$    (8,142)
Net loss per common share – basic and diluted$    (7.86)$    (2.73)
Weighted-average common shares used in computing net loss per common share – basic and diluted4,2482,981