Zosano Pharma Corporation filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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CURRENT REPORT
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| Item 3.03 | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 11, 2022, Zosano Pharma Corporation (the “Company”) effected a 1-for-35 reverse stock split of its common stock (the “Reverse Stock Split”). As further described below, on April 8, 2022, the stockholders of the Company approved the proposal to authorize the Company’s Board of Directors, in its discretion but in no event later than May 16, 2022 (in advance of the expiration of the second 180 calendar day period the Company has been afforded by The Nasdaq Stock Market LLC (“Nasdaq”) to regain compliance with the $1.00 minimum bid price continued listing requirement), to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, at a ratio in the range of 1-for-5 to 1-for-50, such ratio to be determined by the Board of Directors and included in a public announcement. On April 8, 2022, the Company’s Board of Directors approved the Reverse Stock Split at a ratio of 1-for-35. On April 11, 2022, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, and effect the Reverse Stock Split. The Reverse Stock Split became effective upon the filing of the Certificate of Amendment.
As a result of the Reverse Stock Split, every 35 shares of the Company’s common stock issued or outstanding or held by the Company as treasury stock was automatically reclassified into one new share of common stock without any action on the part of the holders. The Reverse Stock Split does not modify any rights or preferences of the shares of the Company’s common stock. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company’s outstanding equity awards, as applicable, and warrants, as well as to the number of shares issued and issuable under the Company’s equity incentive plans. The common stock issued pursuant to the Reverse Stock Split remain fully paid and non-assessable. The Reverse Stock Split did not affect the number of authorized shares of common stock or the par value of the common stock.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split will be entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing trading price per share of the common stock (as adjusted for the Reverse Stock Split) on the Nasdaq Capital Market on the trading day immediately preceding the effective time of the Reverse Stock Split.
The Reverse Stock Split is primarily intended to bring the Company into compliance with the minimum bid price requirements for maintaining its listing on the Nasdaq Capital Market. Trading of the Company’s common stock on the Nasdaq Capital Market is expected to continue on a split-adjusted basis when the markets open on April 12, 2022, under the existing trading symbol “ZSAN.” The new CUSIP number following the Reverse Stock Split is 98979H301.
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 8, 2022, the Company held a special meeting of stockholders (the “Special Meeting”). Set forth below are the matters acted upon at the Special Meeting and the final voting results on each matter.
Proposal One: Approval of Reverse Stock Split
The Company’s stockholders approved the authorization of the Company’s Board of Directors, in its discretion but in no event later than May 16, 2022 (in advance of the expiration of the second 180 calendar day period the Company has been afforded by Nasdaq to regain compliance with the $1.00 minimum bid price continued listing requirement), to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, at a ratio in the range of 1-for-5 to 1-for-50, such ratio to be determined by the board of directors and included in a public announcement.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 92,191,205 | 17,617,302 | 374,017 | 0 |
Proposal Two: Adjournment
The Company’s stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposal.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 94,181,419 | 15,131,197 | 869,908 | 0 |
| Item 8.01 | Other Events. |
On April 11, 2022, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Description | ||
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Zosano Pharma Corporation | |
| 99.1 | Press Release dated April 11, 2022 | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements. All statements other than statements of historical facts contained herein are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the Reverse Stock Split and other future events and expectations described in this report. 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,” “scheduled,” “goal,” “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 Company’s ability to obtain additional cash resources to continue operations, 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 the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company 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 the Company and the Company assumes no obligation to update any such forward-looking statements.
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.
| Date: April 11, 2022 | ZOSANO PHARMA CORPORATION | |||||
| By: | /s/ Christine Matthews | |||||
| Christine Matthews | ||||||
| Chief Financial Officer | ||||||