Zosano Pharma Corporation
34790 Ardentech Court
Fremont, California 94555
November 20, 2017
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Ada D. Sarmento
| Re: | Re: Zosano Pharma Corporation |
Registration Statement onForm S-1
Filed November 13, 2017 (FileNo. 333-221536)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Zosano Pharma Corporation (the “Company”) hereby requests that the effective date of the Company’s Registration Statement onForm S-1 (FileNo. 333-221536) (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:30 PM, eastern time, on November 21, 2017, or as soon as thereafter as is practicable. In connection with this request, the Company acknowledges to the Securities and Exchange Commission (the “Commission”) that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and the declaration of effectiveness of the filing as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please feel free to direct any questions or comments concerning this request to Stacie S. Aarestad, Esq. of Foley Hoag LLP at(617) 832-1108.
| ZOSANO PHARMA CORPORATION | ||
| By: | /s/ Georgia Erbez | |
| Name: Georgia Erbez | ||
Title: Chief Business Officer and Chief Financial Officer | ||
