UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): May 10, 2022

Date of report (Date of earliest event reported): May 3, 2022

ZOSANO PHARMA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

~~001-36570~~

~~45-4488360~~

001-36570

45-4488360

(State or other jurisdictionof incorporation)

~~(Commission File Number)~~

~~(I.R.S. Employer Identification No.)~~

(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

34790 Ardentech Court

Fremont, CA 94555

(Address of principal executive offices) (Zip Code)

(510) 745-1200

(Registrant’s telephone number, ~~include~~including area code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		~~TradingSymbol~~	Trading Symbol(s)	~~Name of each exchangeon which registered~~		Name of each exchange on which registered
Common Stock, $0.0001 par value		~~ZSAN~~	ZSAN	~~The Nasdaq Stock Market~~		The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 13, 2022, Zosano Pharma Corporation (the “Company”) issued a press release titled “Zosano Pharma Reports First Quarter 2022 Financial Results.” The press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.

The information in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 3 10, 2022, ~~Steven~~Joseph A“Jay” P. ~~Elms~~Hagan tendered his resignation as a director of the board of directors (the “Board”) of ~~Zosano Pharma Corporation (~~the “Company”) and as achairperson ~~member~~ of the ~~compensation~~audit ~~and~~committee ~~nominating and corporate governance committees~~ of the Board, effective immediately. Mr. ~~Elms’~~ Hagan's resignation is not based on any disagreement with the Company on any matter relating to the Company’s operations, policies or practice.

Following Mr. ~~Elms’~~ Hagan's resignation, on May 3 10, 2022, pursuant to the authority contained in the Company’s amended and restated certificate of incorporation, the Board approved decreasing the size of the Board to ~~six~~five members.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Description 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document)


Exhibit						Description

99.1						Press release dated May 13, 2022, titled “Zosano Pharma Reports First Quarter 2022 Financial Results”

104.1						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 5, 2022

ZOSANO PHARMA CORPORATION

By:

/s/ Christine Matthews

Date: May 13, 2022

By:

/s/ Christine Matthews

Christine Matthews

Name: Christine Matthews

Chief Financial Officer

Title: Chief Financial Officer

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