ZSAN Zosano Pharma Corporation

 

 

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): May 22, 2015

 

 

ZOSANO PHARMA CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-36570		45-4488360
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

34790 Ardentech Court

Fremont, CA 94555

(Address of principal executive offices) (Zip Code)

(510) 745-1200

Registrant’s 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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 22, 2015, our Board of Directors elected Joseph P. Hagan to our Board of Directors as a Class III director. Mr. Hagan’s term will expire at our 2017 annual meeting of stockholders. Mr. Hagan was also appointed to serve as the chairperson of the Audit Committee of our Board of Directors and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee of our Board of Directors.

In connection with his election to our Board of Directors, we granted to Mr. Hagan a non-statutory stock option to purchase 28,000 shares of our common stock at an exercise price of $9.29 per share, which was the closing price of our common stock on The NASDAQ Capital Market on the date of grant. The stock option vests over four years, with 25% of the option shares vesting on May 22, 2016 and the remaining option shares vesting in equal monthly installments over the following three-year period, so that the stock option is fully vested on May 22, 2019. Mr. Hagan will also receive compensation in accordance with our policy for annual compensation of our independent directors, as described in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on March 26, 2015, with the annual cash retainers payable to Mr. Hagan for 2015 to be pro-rated to reflect the amount of time that Mr. Hagan serves in 2015, and the annual stock option grant to Mr. Hagan to be made in respect of his services as a director for 2016 and subsequent years.

A copy of our press release dated May 27, 2015 announcing the appointment of Mr. Hagan to our Board of Directors is attached hereto as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit		Description
99.1		Press release dated May 27, 2015, titled “Zosano Pharma Appoints Joseph P. Hagan to Board of Directors”

 

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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.

 

				ZOSANO PHARMA CORPORATION
Dated: May 27, 2015				By:		/s/ Vikram Lamba
						Name:		Vikram Lamba
						Title:		President and Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit		Description
99.1		Press release dated May 27, 2015, titled “Zosano Pharma Appoints Joseph P. Hagan to Board of Directors”

 

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Exhibit 99.1

 

FOR IMMEDIATE RELEASE

Zosano Pharma Appoints Joseph P. Hagan to Board of Directors

FREMONT, CA, May 27, 2015 – Zosano Pharma Corporation (NASDAQ: ZSAN), a clinical-stage specialty pharmaceutical company that has developed a proprietary transdermal microneedle patch system to deliver therapeutics conveniently through the skin for the treatment of a variety of indications, today announced the election of Joseph “Jay” P. Hagan to its Board of Directors, effective May 22, 2015. Mr. Hagan is Executive Vice President, Chief Business & Financial Officer of Orexigen Therapeutics, Inc. (NASDAQ: OREX), a public biotechnology company focused on the treatment of obesity.

“We welcome Jay to the Zosano Board of Directors,” said Bruce Steel, Chairman of the Board of Directors of Zosano Pharma. “Jay is a seasoned business and financial executive with a significant track record in complex partnerships and transactions who will add additional breadth of perspective to our Board as Zosano advances its clinical development programs in osteoporosis, hypoglycemia and migraine.”

Mr. Hagan has served as Orexigen’s Chief Business & Financial Officer since 2011. From May 2009 to June 2011, Mr. Hagan served as Orexigen’s Senior Vice President, Corporate Development, Strategy and Communications. Prior to Orexigen, Mr. Hagan worked at Amgen, from September 1998 to April 2008, where he served in various senior business development roles, including founder and Managing Director of Amgen Ventures. Prior to starting the Amgen Ventures fund, Mr. Hagan was Head of Corporate Development at Amgen, leading such notable transactions as the acquisitions of Immunex and Tularik and the spinouts of Novantrone and Relypsa, as well as numerous other business development efforts totaling over $15 billion in value. Before joining Amgen, Mr. Hagan spent five years in the bioengineering labs at Genzyme and Advanced Tissue Sciences. He received an M.B.A. from Northeastern University and a B.S. in Physiology and Neuroscience from the University of California, San Diego.

“I look forward to working with the Zosano Board of Directors and management team to maximize the value of the company and its programs,” said Mr. Hagan. “It’s exciting to join the Board at this stage given the breadth of potential applications to improve patient’s lives with Zosano’s novel therapeutic delivery technology.”

About Zosano Pharma

Zosano Pharma Corporation is a clinical-stage specialty pharmaceutical company that has developed a proprietary transdermal microneedle patch system to deliver drug formulations through the skin for the treatment of a variety of indications. Zosano Pharma’s microneedle patch system offers rapid onset, consistent drug delivery, improved ease of use and room-temperature stability, benefits that the company believes often are unavailable using oral formulations or injections. Zosano Pharma’s microneedle patch system has the potential to deliver numerous medications for a wide variety of indications in commercially attractive markets. It has been tested in more than 400 patients with over 30,000 patches successfully applied to humans in Phase 1 and Phase 2 clinical studies. Learn more at www.zosanopharma.com.

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Forward-Looking Statements

This press release contains forward-looking statements regarding expectations, beliefs and future events. Readers are urged to consider statements that include the words “may,” “will,” “would,” “could,” “should,” “might,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “anticipates,” “intends,” “continues,” “forecast,” “designed,” “goal,” “unaudited,” “approximately” or the negative of those words or other comparable words to be uncertain and forward-looking. These statements are subject to risks and uncertainties that are difficult to predict and actual outcomes may differ materially. These include risks and uncertainties, without limitation, associated with the process of discovering, developing and commercializing products that are safe and effective for use as human therapeutics, risks inherent in the effort to build a business around such products and other risks and uncertainties described under the heading “Risk Factors” in Zosano Pharma Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with Securities and Exchange Commission on March 26, 2015. Although the company believes that the expectations reflected in these forward-looking statements are reasonable, it cannot in any way guarantee that the future results, level of activity, performance or events and circumstances reflected in forward-looking statements will be achieved or occur. All forward-looking statements are based on information currently available to Zosano Pharma and Zosano Pharma assumes no obligation to update any such forward-looking statements.

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Zosano Contact:

Vikram Lamba

Chief Executive Officer

510-745-1200

Investor Contact:

Paul Chun

Westwicke Partners

858-356-5931

paul.chun@westwicke.com

Media Contact:

Jamie Lacey-Moreira

PressComm PR, LLC

410-299-3310

jamielacey@presscommpr.com