ZOSANO PHARMA CORPORATION (NASDAQ:ZSAN) Files An 8-K Results of Operations and Financial Condition

Item2.02

On May9, 2017, Zosano Pharma Corporation (the Company) issued a
press released titled Zosano Pharma Reports First Quarter 2017
Financial Results and Announces Management Changes. The press
release is furnished herewith as Exhibit 99.1

On May8, 2017, Konstantinos Alataris resigned as President and
Chief Executive Officer of the Company and the Companys board of
directors (the Board) has accepted his resignation, effective
May8, 2017.John Walker, the Chairman of the Board, will serve as
the Companys Interim Chief Executive Officer. Dr.Alataris has
also resigned as a member of the Board and as an officer and
member of the board of directors of ZP Opco, Inc., the Companys
wholly owned subsidiary.

Mr.Walker, age 68, has served as a member of the Companys Board
since May 2016. While serving as Interim Chief Executive Officer,
Mr.Walker will continue as Chairman of the Board. Mr.Walker is
currently the Executive Chairman and interim Chief Executive
Officer of Vizuri Health Sciences, LLC and served as a Managing
Director of Four Oaks Partners, a life sciences transaction
advisory firm, which he co-founded in March 2012, until January
2015. As part of his activities with Four Oaks Partners,
Mr.Walker served as the Chairman and interim Chief Executive
Officer of Neuraltus Pharmaceuticals, Inc., a privately held
biopharmaceutical company, until October 2013. From February 2009
until July 2010, Mr.Walker was the Chief Executive Officer at
iPierian, Inc., a company focused on the use of inducible stem
cells for drug discovery. From 2006 until 2009, Mr.Walker served
as the Chairman and Chief Executive Officer of Novacea, Inc., a
pharmaceutical company, which merged with Transcept
Pharmaceuticals, Inc., a pharmaceutical company, in January 2009.
Since 2001, Mr.Walker, acting as a consultant, was Chairman and
Interim Chief Executive Officer at Kai Pharmaceuticals, a
pharmaceutical company, Guava Technologies, a biotechnology
company, CentaurPharmaceuticals, Inc., a pharmaceutical company,
and Bayhill Therapeutics, a biotechnology company. From 1993
until 2001, Mr.Walker was the Chairman and Chief Executive
Officer of Arris Pharmaceutical Corporation, a pharmaceutical
company, and its successor, Axys Pharmaceuticals Inc.He currently
serves on the board of directors of Lucille Packard Childrens
Hospital at Stanford University. He is a graduate of the Advanced
Executive Program at The Kellogg School of Management at
Northwestern University and holds a B.A. from the State
University of New York at Buffalo.

Terms relating to Mr.Walkers engagement as Interim Chief
Executive Officer are being finalized by the Companys
Compensation Committee and will be disclosed by the Company when
available on an amendment to this Current Report on Form8-K.

The Board has also appointed Georgia Erbez as the Companys Chief
Financial Officer, effective May9, 2017.Ms.Erbez previously
assumed the role of interim Chief Financial Officer on June15,
2016 and has served as the Companys Chief Business Officer since
September8, 2016. Ms.Erbezs employment will continue to be
governed by the terms of her Employment Letter Agreement with the
Company dated as of September7, 2016, which is described in more
detail in (and attached as an exhibit to) the Companys Current
Report on Form8-K filed with the Securities and Exchange
Commission on September9, 2016.

to the terms of a Separation Agreement between the Company and
Dr.Alataris, dated as of May8, 2017, Dr.Alataris is entitled to
receive, among other things: (i)continuation of his current base
salary for a period of six (6)months

(totaling $232,875.00) and (ii)COBRA continuation coverage for a
period of six (6)months (totaling $19,278.54). In addition, any
vested options held by Dr.Alataris shall remain exercisable for a
period of three (3)months following his resignation. The
description of the Separation Agreement contained herein is
qualified in its entirety by reference to the full text of the
Separation Agreement, which is attached as Exhibit10.1 to this
Current Report on Form8-K.

As previously disclosed on a Current Report on Form 8-K filed by the Company on
May5, 2017, on May2, 2017, Winnie Tso, who had been on a medical
leave of absence since May13, 2016, resigned as Chief Financial
Officer the Company, effective immediately. Ms.Tso entered into a
Separation Agreement with the Company effective as of May8, 2017
to which she is entitled to receive, among other things, COBRA
continuation coverage for the maximum period that such coverage
is available to her, so long as the Company sponsors a group
health plan and Ms.Tso remains eligible for COBRA coverage. In
addition, the vesting of Ms.Tsos options to purchase shares of
the Companys common stock was accelerated, such that all of her
options were deemed fully vested and exercisable. The description
of the Separation Agreement contained herein is qualified in its
entirety by reference to the full text of the Separation
Agreement, which is attached as Exhibit10.2 to this Current
Report on Form8-K.