Current Report Filing (8-k)
December 15 2017 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 12, 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
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
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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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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. ☒
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer.
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On December 12, 2017, Mr. Bruce D. Steel advised the Board of Directors of Zosano Pharma Corporation (Zosano) that he would resign
as a Class II independent director of Zosano, effective December 13, 2017. Mr. Steels resignation is not the result of any disagreement with Zosano on any matter relating to its operations, policies or practices. We thank
Mr. Steel for his valuable service as a member of our Board of Directors.
Also, on December 12, 2017, in accordance with the provisions of
Zosanos Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the Board of Directors unanimously adopted a resolution to reduce the size of the Board to five (5) directors, effective upon Mr. Steels
resignation. The following table sets forth the members of the Board as well as their class and committee membership after giving effect to Mr. Steels resignation:
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Name
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Class
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Audit
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Nominating and
Corporate
Governance
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Compensation
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John P. Walker
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I
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Kenneth Greathouse
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II
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X
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X
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Joseph Jay P. Hagan
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III
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Chair
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X
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Troy Wilson, Ph.D., J.D.
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III
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X
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Chair
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X
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Kleanthis Xanthopoulos, Ph.D.
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III
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X
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Chair
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Mr. Walker will continue to serve as Chairman of the Board of Directors.
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: December 15, 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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