ZOSANO PHARMA CORPORATION (NASDAQ:ZSAN) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 7, 2019, Zosano Pharma Corporation (the Company) informed The Nasdaq Stock Market LLC (Nasdaq) that as a result of Troy Wilsons resignation from the Companys Board of Directors (the Board) and the Audit Committee, effective October 5, 2019, as is described further in Item 5.02 of this Current Report on Form 8-K, the Company was no longer in compliance with Nasdaq Listing Rule 5605(c)(2), which requires the Companys Audit Committee to be composed of at least three independent directors. The resignation of Dr. Wilson has left the Audit Committee with only two independent directors.
In accordance with Nasdaq Listing Rule 5605(c)(4), the Company has a cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2). The Company expects to regain compliance by or before the end of the cure period.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of John P. Walker as President and Chief Executive Officer
On October 5, 2019, John P. Walker, the President and Chief Executive Officer of the Company, notified the Company of his intent to resign, to be effective on the date the Companys new President and Chief Executive Officer, Steven Lo, commences his employment with the Company, which is expected to be October 21, 2019. On October 7, 2019, Mr. Walker entered into a CEO transition letter agreement with the Company, to which, following his resignation, Mr. Walker will continue to serve as Chairman of the Board. In addition, from his resignation date until a date to be mutually agreed upon between the parties (which is anticipated to be no later than December 31, 2019), Mr. Walker will serve the Company as a non-executive employee to assist in the transition of duties to the new President and Chief Executive Officer. During such transition period, Mr. Walker will continue to receive his current annual base salary and will continue to be eligible to receive an annual bonus for performance in fiscal 2019 based on his current target bonus percentage and actual achievement, prorated to reflect the length of his employment during 2019. Following the transition period, Mr. Walker will continue to serve as Chairman of the Board and will be eligible to receive compensation for such service under the Companys non-employee director compensation program. Mr. Walkers outstanding equity awards will continue to vest in accordance with their terms subject to his continued service to the Company. In the event of Mr. Walkers termination of his service as a member of the Board, his then-outstanding options to purchase the Companys common stock, to the extent vested, will remain outstanding and exercisable until the second anniversary of such termination or their original expiration dates, if earlier.
The foregoing description of the CEO transition letter agreement with Mr. Walker is qualified in its entirety by reference to the full text of the agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Appointment of Steven Lo as President and Chief Executive Officer and Director
On October 5, 2019, the Board appointed Steven Lo as President and Chief Executive Officer of the Company and as a member of the Board, to be effective on the date Mr. Lo commences his employment with the Company, which is expected to be October 21, 2019. Mr. Lo will be a Class III director, with an initial term expiring at the Companys 2020 annual meeting of stockholders. Since September 2015, Mr. Lo, age 52, has served as Chief Commercial Officer of Puma Biotechnology, Inc., a publicly-held biopharmaceutical company. Prior to joining Puma, Mr. Lo held a number of positions at Corcept Therapeutics Incorporated, a publicly-held pharmaceutical company, from September 2010 to September 2015, including Senior Vice President, Oncology, Senior Vice President & Chief Commercial Officer and Vice President & Head of Commercial Operations. Prior to Corcept, Mr. Lo was with Genentech, Inc. from December 1997 to September 2010. At Genentech, Mr. Lo held a number of positions, including Senior Director, Oncology Marketing, where he prepared and led the first U.S. launch of Herceptin® in adjuvant HER2-positive breast cancer. His other leadership roles at Genentech included Franchise Head, Endocrinology and Senior Director of Managed Care. Mr. Lo received a B.S. in Microbiology from the University of California, Davis and a Master of Health Administration from the University of Southern California.