ZOSANO PHARMA CORPORATION (NASDAQ:ZSAN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

Consulting Agreement

In connection with Mr.Walkers appointment as the Companys Interim
Chief Executive Officer, on May22, 2017, the Company and its
subsidiary, ZP Opco, Inc. (the Subsidiary), entered into a
Consulting Agreement with Mr.Walker, effective as of May8, 2017
(the Consulting Agreement). to the Consulting Agreement,
Mr.Walker will serve as Interim Chief Executive Officer until the
Board has elected a permanent Chief Executive Officer of the
Company and the Subsidiary, unless earlier terminated in
accordance with the terms of the Consulting Agreement. Mr.Walker
shall be entitled to receive cash compensation of $12,000 per
month, and will be granted one or more restricted stock awards,
as discussed below. The Consulting Agreement also subjects
Mr.Walker to certain non-competition and non-solicitation
covenants.

The foregoing description of the Consulting Agreement is
qualified in its entirety by reference to the full text of the
Consulting Agreement, which is included as Exhibit 10.1 hereto
and incorporated herein by reference.

Restricted Stock Award

to the Consulting Agreement, the Company has also entered into a
Restricted Stock Agreement with Mr.Walker, dated as of May18,
2017 (the Restricted Stock Agreement). The Restricted Stock
Agreement provides that the Company will grant to Mr.Walker a
restricted stock award of 60,000 shares of the Companys common
stock, par value $0.0001 per share (the Award), to the Companys
Amended and Restated 2014 Equity and Incentive Plan. Subject to
Mr.Walkers continued service to the Company under the Consulting
Agreement, the Award will be subject to vesting such that 10,000
shares will vest on May31, 2017, and an additional 10,000 shares
will vest at the end of each month thereafter, so that all of the
shares will be vested on October31, 2017. Additionally, the
Consulting Agreement provides that, if Mr.Walker continues to
provide services under the Consulting Agreement after October31,
2017, he will be granted additional restricted shares, so that he
will continue to earn shares at the rate of 10,000 shares per
month for so long as he provides services under the Consulting
Agreement.

The foregoing description of the Restricted Stock Agreement is
qualified in its entirety by reference to the full text of the
Restricted Stock Agreement, which is included as Exhibit 10.2
hereto and incorporated herein by reference.

About ZOSANO PHARMA CORPORATION (NASDAQ:ZSAN)

Zosano Pharma Corporation is a clinical-stage specialty pharmaceutical company. The Company has developed a transdermal microneedle patch system to deliver its formulations of existing drugs through the skin for the treatment of a range of indications. Its microneedle patch system offers consistent drug delivery and improved ease of use and room-temperature stability. The Company’s short-wear-time transdermal patch consists of an array of titanium microneedles that is coated with its formulation of an approved drug and attached to an adhesive patch. When the patch is applied with its hand-held applicator, the microneedles painlessly penetrate the skin, resulting in rapid dissolution and absorption of the drug coating through the capillary bed. Its product candidates include ZP-Triptan, ZP-Glucagon and ZP-PTH. ZP-PTH is a formulation of teriparatide, a synthetic form of parathyroid hormone. ZP-Glucagon is a formulation of glucagon.

ZOSANO PHARMA CORPORATION (NASDAQ:ZSAN) Recent Trading Information

ZOSANO PHARMA CORPORATION (NASDAQ:ZSAN) closed its last trading session up +0.05 at 1.37 with 355,973 shares trading hands.