ZOSANO PHARMA CORPORATION (NASDAQ:ZSAN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

On August 19, 2019, Zosano Pharma Corporation (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”) to which the Company may sell from time to time, at its option, up to an aggregate of $15 million of shares of its common stock (the “Shares”) with BTIG acting as sales agent. Sales of the Shares, if any, will be made to the Company’s effective Registration Statement on Form S-3 (Reg. No. 333-229686), the base prospectus filed as part of such registration statement and the prospectus supplement dated August 19, 2019, by any method that is deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made directly on the Nasdaq Capital Market, on any other existing trading market for the Company’s common stock or to or through a market maker or through an electronic communications network. After consultation with the Company, BTIG may also sell Shares in privately negotiated transactions. In addition, if authorized by the Company in writing, BTIG may purchase Shares as principal. BTIG will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company cannot provide any assurances that it will issue any shares of its common stock to the Sales Agreement. The Company will pay BTIG a commission of 3% of the gross proceeds from the sale of the Shares, if any. The Company has also agreed to provide BTIG with customary indemnification rights. The offering of the Shares will terminate upon the earliest of (a) the sale of all of the Shares or (b) the termination of the Sales Agreement by the Company or BTIG.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Latham & Watkins LLP, counsel to the Company, has issued an opinion to the Company, dated August 19, 2019, regarding the validity of the shares of common stock to be issued and sold to the Sales Agreement. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

(d) Exhibits.