Statement of Ownership (sc 13g)
November 16 2016 - 1:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
ZOSANO PHARMA
CORPORATION
(Name
of Issuer)
Common Shares
(Title
of Class of Securities)
98979H103
(CUSIP
Number)
November 1, 2016
(Date
of Event which Requires Filing of this Statement)
Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
98979H103
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13G
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Page 2 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosalind Advisors, Inc.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
ONTARIO, CANADA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,023,777
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
2,023,777
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,023,777
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2%
1
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12.
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TYPE
OF REPORTING PERSON (see instructions)
CO
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1
This percentage is
calculated based upon 16,815,997 shares of the Issuer’s common stock outstanding as of November 3, 2016.
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CUSIP No.
98979H103
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13G
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Page 3 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven Salamon
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
ONTARIO, CANADA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,023,777
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
2,023,777
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,023,777
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2%
2
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12.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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2
This percentage is
calculated based upon 16,815,997 shares of the Issuer’s common stock outstanding as of November 3, 2016.
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CUSIP No.
98979H103
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13G
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Page 4 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosalind Master Fund L.P.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
565,347
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
565,347
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,347
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1%
3
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12.
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TYPE
OF REPORTING PERSON (see instructions)
PN
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3
This percentage is
calculated based upon 16,815,997 shares of the Issuer’s common stock outstanding as of November 3, 2016.
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CUSIP No.
98979H103
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13G
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Page 5 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rosalind Capital Partners L.P.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
ONTARIO, CANADA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
1,458,430
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
1,458,430
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,458,430
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1%
4
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12.
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TYPE
OF REPORTING PERSON (see instructions)
PN
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4
This percentage is
calculated based upon 16,815,997 shares of the Issuer’s common stock outstanding as of November 3, 2016.
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CUSIP No.
98979H103
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13G
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Page 6 of 9 Pages
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Item 1.
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(a)
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Name of Issuer: ZOSANO PHARMA
CORPORATION
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(b)
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Address of Issuer’s Principal Executive
Offices
34790 Ardentech Court
Fremont, CA 94555, United States
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Item 2.
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(a)
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Name
of Person Filing
Rosalind Advisors, Inc. (“Advisor”
to RCP & RMF)
Rosalind Master Fund L.P.
(“RMF”)
Rosalind Capital Partners
L.P. (“RCP”)
Steven Salamon (“President”)
Steven
Salamon is the portfolio manager of the Advisor which advises RCP & RMF.
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(b)
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Address
of the Principal Office or, if none, residence
Rosalind Advisors, Inc.
175 Bloor Street East
Suite 1316, North Tower
Toronto, Ontario
M4W 3R8 Canada
Rosalind Master Fund L.P.
P.O. Box 309
Ugland House, Grand Cayman
KY1-1104, Cayman Islands
Rosalind Capital Partners
L.P.
175 Bloor Street East
Suite 1316, North Tower
Toronto, Ontario
M4W 3R8 Canada
Steven Salamon
175 Bloor Street East
Suite 1316, North Tower
Toronto, Ontario
M4W 3R8 Canada
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(c)
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Citizenship
Rosalind Advisors, Inc.: Ontario, Canada
Rosalind Master Fund
L.P.: Cayman Islands
Rosalind Capital Partners
L.P.: Ontario, Canada
Steven Salamon: Ontario,
Canada
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(d)
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Title of Class of Securities
Common Stock
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(e)
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CUSIP Number
98979H103
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CUSIP No.
98979H103
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13G
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Page 7 of 9 Pages
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Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
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(a)
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Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund
in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person
in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount
beneficially owned:
Rosalind Master Fund
L.P. is the record owner of 201,347 shares, and warrants to acquire 364,000 shares of common stock.
Rosalind Capital Partners
L.P. is the record owner of 522,430 shares, and warrants to acquire 936,000 shares of common stock
Rosalind Advisors,
Inc. is the investment advisor to RCP and RMF and may be deemed to be the beneficial owner of shares held by RCP and RMF.
Steven Salamon is the portfolio manager of the Advisor and may be deemed to be the beneficial owner of shares held by
RCP and RMF. Notwithstanding the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of the shares.
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(b)
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Percent
of class:
Rosalind Advisors,
Inc. – 11.2%
Rosalind Master
Fund L.P. – 3.1%
Rosalind Capital
Partners L.P. – 8.1%
Steven Salamon
– 11.2%
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CUSIP No.
98979H103
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13G
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Page 8 of 9 Pages
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(c)
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Number of shares as to which
the person has:
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(i)
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Shared
power to vote or to direct the vote
Rosalind Advisors,
Inc. – 2,023,777
Rosalind Master
Fund L.P. – 565,347
Rosalind Capital
Partners L.P. – 1,458,430
Steven Salamon
– 2,023,777
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(ii)
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Sole power to dispose or to direct the
disposition of – 0
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(iii)
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Shared
power to dispose or to direct the disposition of
Rosalind Advisors,
Inc. – 2,023,777
Rosalind Master
Fund L.P. – 565,347
Rosalind Capital
Partners L.P. – 1,458,430
Steven Salamon
– 2,023,777
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Instruction
.
For computations regarding securities which represent a right to acquire an underlying security
see
§240.13d-3(d)(1).
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following
o
.
Instruction
.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Item
7 – 9. Not Applicable
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CUSIP No.
98979H103
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13G
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Page 9 of 9 Pages
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Item
10. Certification.
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By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect.
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After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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11/16/2016
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Date
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/s/
Steven Salamon
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Signature
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Steven
Salamon/President Rosalind Advisors, Inc.
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Name/Title
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