Item 1.01. |
Entry into a Material Definitive Agreement.
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On July 31, 2020, Zosano Pharma Corporation (the “Company”)
entered into an amendment (the “Amendment”) to that certain
Business Understanding Agreement, dated September 13, 2018,
with CSP Technologies, Inc. (“CSP”) (the “Original Agreement,” and
together with the Amendment, the “Amended Agreement”), which became
a material agreement to the Company upon the execution of the
Amendment.
Pursuant to the Amended Agreement, CSP agreed to provide services
related to the manufacture and assembly of a component (the
“Product”) of Qtrypta™ (M207) (“Qtrypta”).
Under the Amended Agreement, the parties expressed their mutual
intent to enter into a commercial supply agreement (“Supply
Agreement”) addressing certain of the terms set forth in the
Amended Agreement. The Amended Agreement provides that if the
Company ceases to purchase the Product from CSP and a Supply
Agreement is not entered into, then the Company may be required to
pay CSP up to $2.5 million; however, no such payment will be
required in the event of CSP’s material breach. The Company may be
required to pay CSP an additional payment of up to
$4.6 million if the Company ceases to purchase the Product
from CSP and a Supply Agreement is not entered into, except that no
such payment will be required in the event of CSP’s material breach
or if the U.S. Food and Drug Administration does not approve
Qtrypta.
The foregoing description of the Amended Agreement is not complete
and is qualified in its entirety by reference to the text of the
Original Agreement and the Amendment, copies of which are filed
herewith as Exhibits 10.1 and 10.2, respectively, to this Current
Report on Form 8-K and are
incorporated herein by reference.
Forward-Looking Statements
This report 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 our intention
to enter into a Supply Agreement with CSP. Such forward-looking
statements involve known and unknown risks, uncertainties, and
other important factors that may cause the Company’s actual
results, performance, or achievements to be materially different
from any future results, performance, or achievements expressed or
implied by the forward-looking statements. For a further
description of the risks and uncertainties that could cause actual
results to differ from those expressed in these forward-looking
statements, as well as risks relating to the Company’s business in
general, see the most recent Annual Report on Form 10-K and Quarterly Reports on Form
10-Q filed with the
Securities and Exchange Commission. The Company does not plan to
publicly update or revise any forward-looking statements contained
in this report, whether as a result of any new information, future
events, changed circumstances or otherwise.
Item 9.01. |
Financial Statements and Exhibits.
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* |
Certain portions of this exhibit have been redacted
pursuant to Item 601(b)(10) of Regulation S-K. A copy of the omitted portions
will be furnished supplementally to the Securities and Exchange
Commission upon request.
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