Amended Current Report Filing (8-k/a)
May 24 2017 - 4:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 18, 2017
ZOSANO PHARMA CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-36570
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45-4488360
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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34790 Ardentech Court
Fremont, CA 94555
(Address of principal executive offices) (Zip Code)
(510) 745-1200
Registrants 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):
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☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Explanatory Note:
On May 9, 2017, Zosano Pharma Corporation (the Company) issued a press release and filed a Current Report on Form 8-K announcing the
appointment of John Walker, the Chairman of the Companys board of directors (the Board), as Interim Chief Executive Officer, effective May 8, 2017. This Amendment No. 1 to the Form 8-K is being filed to include disclosure
regarding Mr. Walkers compensation as Interim Chief Executive Officer.
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Consulting Agreement
In connection with
Mr. Walkers appointment as the Companys Interim Chief Executive Officer, on May 22, 2017, the Company and its subsidiary, ZP Opco, Inc. (the Subsidiary), entered into a Consulting Agreement with Mr. Walker,
effective as of May 8, 2017 (the Consulting Agreement). Pursuant to the Consulting Agreement, Mr. Walker will serve as Interim Chief Executive Officer until the Board has elected a permanent Chief Executive Officer of the
Company and the Subsidiary, unless earlier terminated in accordance with the terms of the Consulting Agreement. Mr. Walker shall be entitled to receive cash compensation of $12,000 per month, and will be granted one or more restricted stock
awards, as discussed below. The Consulting Agreement also subjects Mr. Walker to certain non-competition and non-solicitation covenants.
The
foregoing description of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement, which is included as Exhibit 10.1 hereto and incorporated herein by reference.
Restricted Stock Award
Pursuant to the Consulting
Agreement, the Company has also entered into a Restricted Stock Agreement with Mr. Walker, dated as of May 18, 2017 (the Restricted Stock Agreement). The Restricted Stock Agreement provides that the Company will grant to
Mr. Walker a restricted stock award of 60,000 shares of the Companys common stock, par value $0.0001 per share (the Award), pursuant to the Companys Amended and Restated 2014 Equity and Incentive Plan. Subject to
Mr. Walkers continued service to the Company under the Consulting Agreement, the Award will be subject to vesting such that 10,000 shares will vest on May 31, 2017, and an additional 10,000 shares will vest at the end of each month
thereafter, so that all of the shares will be vested on October 31, 2017. Additionally, the Consulting Agreement provides that, if Mr. Walker continues to provide services under the Consulting Agreement after October 31, 2017, he will
be granted additional restricted shares, so that he will continue to earn shares at the rate of 10,000 shares per month for so long as he provides services under the Consulting Agreement.
The foregoing description of the Restricted Stock Agreement is qualified in its entirety by reference to the full text of the Restricted Stock Agreement,
which is included as Exhibit 10.2 hereto and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit
Number
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Exhibit Description
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10.1
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Consulting Agreement, effective as of May 8, 2017, among Zosano Pharma Corporation, ZP Opco, Inc. and John Walker.
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10.2
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Restricted Stock Agreement, dated May 18, 2017, between Zosano Pharma Corporation and John Walker.
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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.
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ZOSANO PHARMA CORPORATION
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Dated: May 24, 2017
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By:
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/s/ Georgia Erbez
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Name: Georgia Erbez
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Title: Chief Business Officer and
Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit
Number
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Exhibit Description
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10.1
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Consulting Agreement, effective as of May 8, 2017, among Zosano Pharma Corporation, ZP Opco, Inc. and John Walker.
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10.2
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Restricted Stock Agreement, dated May 18, 2017, between Zosano Pharma Corporation and John Walker.
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