SECURITIES AND EXCHANGE COMMISSION
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
ZOSANO PHARMA CORPORATION
(Exact name of registrant as specified in its charter)
|Delaware|| ||001-36570|| ||45-4488360|
|(State or other jurisdiction|
| ||(I.R.S. Employer|
34790 Ardentech Court
Fremont, CA 94555
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
(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 class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, $0.0001 par value||ZSAN||The 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.
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|
|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.
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.
Chief Financial Officer
Sylvia Wheeler or Alexandra Santos
email@example.com or firstname.lastname@example.org
ZOSANO PHARMA CORPORATION
CONDENSED BALANCE SHEETS
(in thousands, except par value and share amounts)
|Cash and cash equivalents||$ 13,529||$ 11,043|
|Prepaid expenses and other current assets||2,012||420|
|Total current assets||15,632||11,609|
|Property and equipment, net||7,922||32,557|
|Operating lease right-of-use assets||2,436||3,769|
|Total assets||$ 26,445||$ 48,390|
|LIABILITIES AND STOCKHOLDERS’ EQUITY|
|Accounts payable||$ 3,720||$ 2,120|
|Build-to-suit obligation, current portion, net of debt issuance costs and discount||1,739||3,822|
|Operating lease liabilities, current portion||1,642||1,606|
|Other accrued liabilities||2,154||1,818|
|Total current liabilities||9,730||11,133|
|Build-to-suit obligation, long-term portion, net of debt issuance costs and discount||—||970|
|Operating lease liabilities, long-term portion||2,662||3,081|
|Other long-term liabilities||—||231|
|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, $0.0001 par value; 250,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 4,902,260 and 3,434,451 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively||—||—|
|Additional paid-in capital||409,577||395,090|
Total stockholders’ equity
|Total liabilities and stockholders’ equity||$ 26,445||$ 48,390|
ZOSANO PHARMA CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
| ||Three Months Ended March 31,|
|Service revenue||$ 132||$ 258|
|Cost of service revenue||86||162|
|Research and development||4,481||5,330|
|General and administrative||2,942||2,814|
Total operating expenses
|Loss from operations||(33,318)||(8,048)|
|Other income (expense):|
|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 diluted||4,248||2,981|