SEC Company Response from Zosano Pharma Corp (CIK 0001587221) — Mar 31, 2020
Zosano Pharma Corp (CIK 0001587221)
Date: March 31, 2020 · CIK: 0001587221 · Accession: 0001193125-20-092935
AI Filing Summary & Sentiment
File numbers found in text: 333-237187
Referenced dates: March 30, 2020
Letter
140 Scott Drive
Menlo Park, California 94025
Tel: +1.650.328.4600 Fax: +1.650.463.2600
www.lw.com
FIRM / AFFILIATE OFFICES
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March 31, 2020
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Division of Corporation Finance
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Office of Life Sciences
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U.S. Securities and Exchange Commission
Madrid
Washington, D.C.
100 F Street, N.E.
Milan
Washington, D.C. 20549
Attention: Chris Edwards and Joe McCann
Re: Zosano Pharma Corp
Registration Statement on Form S-3
Filed March 16, 2020
File No. 333-237187
Ladies and Gentlemen:
We are in receipt of the letter dated March 30, 2020 from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the above-referenced Registration Statement (the “Registration Statement”). We are responding to the Staff’s comment on behalf of Zosano Pharma Corporation (“Zosano” or the “Company”) as set forth below. For ease of reference, we have set forth the Staff’s comment and the response below.
Registration Statement on Form S-3
Cover Page
1. It appears you may be relying on General Instruction I.B.6 of Form S-3 to register the primary offering of securities covered by the registration statement. As such, please revise to disclose the aggregate market value of your outstanding voting and non-voting common equity, as well as the amount of all securities offered pursuant to General Instruction I.B.6 of Form S-3 during the previous 12 months up to and including the date of your prospectus. We refer you to Instruction 7 to General Instruction I.B.6.
Response: Zosano respectfully advises the Staff that the Registration Statement was filed pursuant to General Instruction I.B.1 of Form S-3, and not General Instruction I.B.6 of Form S-3. The analysis set forth below demonstrates that the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company is more than $75,000,000, as required pursuant to General Instruction I.B.1 of Form S-3.
March 31, 2020
Page 2
As of March 13, 2020, 51,522,268 shares of common equity were held by non-affiliates of the Company. As of January 17, 2020, a date which was within 60 days prior to the date the Registration Statement was filed, the closing price of the Company’s common stock on the Nasdaq Capital Market was $1.465 per share. Pursuant to Compliance and Disclosure Interpretation 116.06, the date used to determine the amount of shares of common equity held by non-affiliates and the price of the common equity need not be the same. As such, the Company’s public float was $75,480,122.62 as of the applicable calculation date.
* * *
Thank you for your assistance in this matter. If you have any questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (650) 470-4980.
Very truly yours,
/s/ Richard Kim
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CORRESP
140 Scott Drive
Menlo Park, California 94025
Tel: +1.650.328.4600 Fax: +1.650.463.2600
www.lw.com
FIRM / AFFILIATE OFFICES
Beijing
Moscow
Boston
Munich
Brussels
New York
Century City
Orange County
Chicago
Paris
March 31, 2020
Dubai
Riyadh
Düsseldorf
San Diego
Frankfurt
San Francisco
Hamburg
Seoul
VIA EDGAR
Hong Kong
Shanghai
Houston
Silicon Valley
Division of Corporation Finance
London
Singapore
Office of Life Sciences
Los Angeles
Tokyo
U.S. Securities and Exchange Commission
Madrid
Washington, D.C.
100 F Street, N.E.
Milan
Washington, D.C. 20549
Attention: Chris Edwards and Joe McCann
Re: Zosano Pharma Corp
Registration Statement on Form S-3
Filed March 16, 2020
File No. 333-237187
Ladies and Gentlemen:
We are in receipt of the letter dated March 30, 2020 from the Staff (the “Staff”) of the U.S. Securities and
Exchange Commission with respect to the above-referenced Registration Statement (the “Registration Statement”). We are responding to the Staff’s comment on behalf of Zosano Pharma Corporation
(“Zosano” or the “Company”) as set forth below. For ease of reference, we have set forth the Staff’s comment and the response below.
Registration Statement on Form S-3
Cover Page
1.
It appears you may be relying on General Instruction I.B.6 of Form
S-3 to register the primary offering of securities covered by the registration statement. As such, please revise to disclose the aggregate market value of your outstanding voting and non-voting common equity, as well as the amount of all securities offered pursuant to General Instruction I.B.6 of Form S-3 during the previous 12 months up to and including
the date of your prospectus. We refer you to Instruction 7 to General Instruction I.B.6.
Response: Zosano
respectfully advises the Staff that the Registration Statement was filed pursuant to General Instruction I.B.1 of Form S-3, and not General Instruction I.B.6 of Form
S-3. The analysis set forth below demonstrates that the aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Company is more than $75,000,000, as required pursuant to General Instruction I.B.1 of Form S-3.
March 31, 2020
Page 2
As of March 13, 2020, 51,522,268 shares of common equity were held by non-affiliates of the Company. As of January 17, 2020, a date which was within 60 days prior to the date the Registration Statement was filed, the closing price of the Company’s common stock on the Nasdaq
Capital Market was $1.465 per share. Pursuant to Compliance and Disclosure Interpretation 116.06, the date used to determine the amount of shares of common equity held by non-affiliates and the price of the
common equity need not be the same. As such, the Company’s public float was $75,480,122.62 as of the applicable calculation date.
* * *
Thank you for your assistance in this matter. If you have any questions or comments regarding the foregoing, please do not hesitate to contact
the undersigned at (650) 470-4980.
Very truly yours,
/s/ Richard Kim
Richard Kim
of LATHAM & WATKINS LLP
cc:
Steven Lo, Zosano Pharma Corporation
Christine Matthews, Zosano Pharma Corporation
Kathleen M. Wells, Latham & Watkins LLP