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): September 1, 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):

 

¨	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))

 

¨	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.

Konstantinos Alataris, Ph.D., has been appointed as our President and as President and Chief Operating Officer of our wholly owned subsidiary ZP Opco, Inc., effective September 21, 2015.

Dr. Alataris, age 45, was the founder and held the roles of President, Chief Executive Officer and Chief Commercial Officer of Nevro Corp. (NYSE: NVRO), a medical device company that has developed a neuromodulation platform for the treatment of chronic pain. Following Nevro, Dr. Alataris served as Executive Chairman of the Board of Directors at IRRAS AB and Head of Digital Healthcare Strategy at mc10. Prior to Nevro, Dr. Alataris was a Vice President at Bay City Capital, a healthcare focused venture capital firm based in San Francisco. He holds Master’s degrees in Electrical Engineering and Business and a Ph.D. in Bioengineering from the University of Southern California.

Pursuant to an employment letter agreement that we and ZP Opco, Inc. have entered into with Dr. Alataris, Dr. Alataris will be paid an annual base salary of $375,000, will be considered for an annual bonus in an amount determined by our Compensation Committee, and will be granted an option to purchase a number of shares of our common stock equal to approximately 1.75% of our outstanding common stock. Under the agreement, Dr. Alataris is subject to provisions regarding disclosure and use of confidential information, assignment of inventions, and non-solicitation of employees, customers, vendors and other business partners.

Under the terms of the employment letter agreement, if the company terminates Dr. Alataris other than for cause or Dr. Alataris resigns for good reason, then the company will continue to pay Dr. Alataris his base salary for nine months following termination, pay Dr. Alataris in equal installments over the nine months following termination a bonus amount prorated based on a nine-month period, and continue to provide Dr. Alataris with group health and dental benefits for nine months following termination. In addition, the vesting schedule for any outstanding stock options held by Dr. Alataris will automatically accelerate so that 18.75% of the total option shares will immediately become exercisable upon termination. If the termination without cause or resignation for good reason occurs within one year following a change in control of the company, then the vesting schedule for any outstanding stock options held by Dr. Alataris will automatically accelerate so that 100% of the total option shares will immediately become exercisable upon termination. Any severance payments are conditioned upon Dr. Alataris signing a general release of claims.

On September 1, 2015, Peter Daddona, Ph.D., our Chief Scientific Officer (and Chief Scientific Officer of our wholly owned subsidiary ZP Opco, Inc., having served in that position since 2006), notified us of his decision to retire as an employee and officer effective December 31, 2015. Dr. Daddona will become a scientific advisor to the company beginning on January 1, 2016.

As scientific advisor, Dr. Daddona will perform scientific advisory services as requested by the company, including providing advice and supporting senior executives in connection with the company’s research and development operations and strategy, intellectual property rights and

 

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strategy, and regulatory operations and strategy. Dr. Daddona will provide four hours of services per day on two days of each month, for a period of one year beginning on January 1, 2016.

We will compensate Dr. Daddona for his scientific advisory services at the rate of $4,000 per month, except that if Dr. Daddona provides more than eight hours of services in a given month due to travel for company business at our request, then we will pay him at a rate of $500 per hour for each excess hour (subject to a maximum fee of $2,500 per day). We or Dr. Daddona may terminate Dr. Daddona’s scientific advisory services and related compensation at any time during the one-year services period upon 30 days’ notice to the other party.

A copy of our press release dated September 8, 2015 announcing Dr. Alataris’s appointment as President and Chief Operating Officer and Dr. Daddona’s retirement is attached hereto as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit		Description
99.1		Press release dated September 8, 2015, entitled “Zosano Pharma Announces New Executive Appointment and Management Change”

 

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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: September 8, 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 September 8, 2015, entitled “Zosano Pharma Announces New Executive Appointment and Management Change”

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

ZOSANO PHARMA ANNOUNCES NEW EXECUTIVE APPOINTMENT

AND MANAGEMENT CHANGE

FREMONT, CA, September 8, 2015 – Zosano Pharma Corporation (NASDAQ: ZSAN), a clinical-stage specialty pharmaceutical company that has developed a proprietary transdermal microneedle patch system to deliver drug formulations through the skin, today announced management changes reflecting the evolution of the business from a R&D-oriented company to a commercially focused organization as it prepares for completion of the Phase 2 study for ZP-Glucagon in September and of the Phase 1 study for its ZP-Triptan product candidate by the end of 2015.

Konstantinos Alataris, Ph.D., has been appointed to the newly created role of President and Chief Operating Officer, and will join the company on September 21, 2015. Zosano has created this position to broaden its leadership base as the company’s pipeline of drug candidates advances into later-stage clinical development.

Pete Daddona, Ph.D., Chief Scientific Officer and Executive Vice President, R&D will retire from the company, effective December 31, 2015. He will serve as a scientific advisor to Zosano for a period of one year after his retirement and will continue to guide the company’s R&D strategy.

“Konstantinos brings extensive experience as an executive and leader in the healthcare field to Zosano,” said CEO Vikram Lamba. “He successfully built the company he founded, Nevro, where he took the company’s product through research and clinical development to successful commercialization, an experience that will be extremely valuable as Zosano prepares for pivotal studies and future commercialization of its lead product candidates. We are extremely thankful to Pete for his contributions in bringing the technology to this stage and will continue to benefit from his guidance as a scientific advisor as we prepare the company for future product commercialization.”

Dr. Alataris was the Founder and held the roles of President, Chief Executive Officer and Chief Commercial Officer of Nevro Corp. (NYSE: NVRO), a medical device company that has developed an innovative, evidence-based neuromodulation platform for the treatment of chronic pain. At Nevro, Dr. Alataris built the business from product development to successful commercialization. He was responsible for negotiating complex clinical development and regulatory paths in neurological disorders both in the United States and internationally, resulting in regulatory approved marketed products. Following Nevro, Dr. Alataris served as Executive Chairman of the Board of Directors at IRRAS AB and Head of Digital Healthcare Strategy at mc10. Prior to Nevro, Dr. Alataris was a Vice President at Bay City Capital, a healthcare focused venture capital firm based in San Francisco. He holds Master’s degrees in Electrical Engineering and Business and a Ph.D. in Bioengineering from the University of Southern California.

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

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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.

Forward-Looking Statements

This press release contains forward-looking statements regarding expected clinical activities and other 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.

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