As filed with the Securities and Exchange Commission on August 14, 2019
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZOSANO PHARMA CORPORATION
(Exact name of Registrant as specified in its charter)
| | |
| Delaware | | 45-4488360 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification Number) |
34790 Ardentech Court
Fremont, CA 94555
(510)745-1200
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Zosano Pharma Corporation Amended and Restated 2014 Equity and Incentive Plan
(Full Title of the Plan)
John P. Walker
President and Chief Executive Officer
Zosano Pharma Corporation
34790 Ardentech Court
Fremont, CA 94555
(510)745-1200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_____________________________
Copies to:
Alan C. Mendelson, Esq.
Kathleen M. Wells, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
Telephone: (650)328-4600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| | | | | | |
| Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
| | | |
| Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
| | | |
| | | | 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 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
| | | | | | | | |
|
Title of Securities To Be Registered | | Amount to be Registered (1) | | Proposed Maximum Offering Price Per Share | | Proposed Maximum Aggregate Offering Price | | Amount of
Registration Fee |
| Common Stock, $0.0001 par value | | 17,357(2) | | $2.54(4) | | $44,087 | | $6 |
| Common Stock, $0.0001 par value | | 401,699(3) | | $2.75 – $4.78(5) | | $1,299,633 | | $159 |
Total: | | 419,056 | | | | $1,343,720 | | $165 |
|
|
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock of Zosano Pharma Corporation (the “Registrant”) that become issuable under the Zosano Pharma Corporation Amended and Restated 2014 Equity and Incentive Plan (the “2014 Plan”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock. |
| (2) | Represents the additional shares of common stock available for future issuance under the 2014 Plan resulting from an annual increase as of January 1, 2019 pursuant to the evergreen provision therein. |
| (3) | Represents the additional shares of common stock reserved for issuance upon the exercise of outstanding options granted pursuant to the evergreen provision under the 2014 Plan. |
| (4) | This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The offering price per share and the aggregated offering price for shares reserved for future issuance under the 2014 Plan are based on the average of the high and the low price of Registrant’s common stock as reported the Nasdaq Capital Market on August 7, 2019. |
| (5) | This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The offering price per share and the aggregate offering price for outstanding options granted under the 2014 Plan are based upon the weighted-average exercise price of such outstanding options. The chart below details the calculations of the registration fee for the outstanding options: |
| | | | | | |
|
| Securities | | Number of Shares | | Offering Price Per
Share | | Aggregate Offering Price |
Shares issuable upon the exercise of outstanding options granted under the 2014 Plan | | 89,693 | | $4.78 | | $428,733 |
Shares issuable upon the exercise of outstanding options granted under the 2014 Plan | | 1,515 | | $4.39 | | $6,651 |
Shares issuable upon the exercise of outstanding options granted under the 2014 Plan | | 13,907 | | $3.49 | | $48,536 |
Shares issuable upon the exercise of outstanding options granted under the 2014 Plan | | 884 | | $2.87 | | $2,538 |
Shares issuable upon the exercise of outstanding options granted under the 2014 Plan | | 295,700 | | $2.75 | | $813,175 |
Total: | | 401,699 | | | | $1,299,633 |
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