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
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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 | |||||
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(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: |
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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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EXPLANATORY NOTE
This Registration Statement on FormS-8 (this “Registration Statement”) is being filed for the purpose of registering an additional 419,056 shares of the Registrant’s common stock issuable under the 2014 Plan, pursuant to the automatic annual increase provision therein, from which options to purchase an aggregate of 401,699 shares of the Registrant’s common stock were subsequently granted, for which Registration Statements on FormS-8 (FileNo. 333-203039, FileNo. 333-218502 and FileNo. 333-225527) are effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON
FORMS-8
Pursuant to Instruction E of FormS-8, the contents of the Registration Statement on FormS-8 filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2015 (FileNo. 333-203039), June 5, 2017 (FileNo. 333-218502) and June 8, 2018 (FileNo. 333-225527) are incorporated by reference herein.
PART II
Information Required in the Registration Statement
Item 3.Incorporation of Documents by Reference.
The following documents filed by the Registrant with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
(a) | the Registrant’s Annual Report onForm10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 25, 2019; |
(b) | the Registrant’s Quarterly Reports on Form10-Q for the quarterly periods ended March 31, 2019 and June 30, 2019, filed with the SEC onMay 14, 2019 andAugust 14, 2019, respectively; |
(c) | the Registrant’s Current Reports on Form8-K filed with the SEC onJanuary 16, 2019 (as amended by the Form8-K/A filed onFebruary 28, 2019),April 11, 2019,May 31, 2019 andJuly 22, 2019; and |
(d) | the description of the Registrant’s common stock contained in the Registrant’s registration statement onForm8-A, dated July 25, 2014, filed with the SEC on July 25, 2014 (FileNo. 001-36570) and any amendment or report filed with the SEC for the purpose of updating the description. |
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form8-K prior or subsequent to the filing of this Registration Statement shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 8.Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on August 14, 2019.
Zosano Pharma Corporation | ||
By: | /s/ John P. Walker | |
Name: | John P. Walker | |
Title: | President and Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John P. Walker and Gregory Kitchener, and each of them acting individually, as his or her true and lawfulattorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement or amendment thereto has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ John P. Walker | President, Chief Executive Officer and Director (Principal Executive Officer) | August 14, 2019 | ||
John P. Walker | ||||
/s/ Gregory Kitchener | Chief Financial Officer (Principal Financial and Accounting Officer) | August 14, 2019 | ||
Gregory Kitchener | ||||
/s/ Steven A. Elms | Director | August 14, 2019 | ||
Steven A. Elms | ||||
/s/ Linda S. Grais | Director | August 14, 2019 | ||
Linda S. Grais | ||||
/s/ Kenneth R. Greathouse | Director | August 14, 2019 | ||
Kenneth R. Greathouse | ||||
/s/ Joseph P. Hagan | Director | August 14, 2019 | ||
Joseph P. Hagan |
/s/ Troy Wilson | Director | August 14, 2019 | ||
Troy Wilson | ||||
/s/ Kleanthis G. Xanthopoulos | Director | August 14, 2019 | ||
Kleanthis G. Xanthopoulos |