Item 1.02 Termination of Material Definitive Agreement
On May 26, 2022, Zosano Pharma Corporation, a Delaware corporation (the
"Company"), repaid all amounts due and owing by the Company to Trinity Capital
Inc. (the "Lessor") pursuant to the Master Lease Agreement dated as of September
25, 2018 by and between Trinity Capital Funding III, L.P. as predecessor in
interest to the Lessor and the Company, as amended ("Lease Agreement"). The
repayment was made in accordance with a pay-off letter, dated May 20, 2022,
provided by the Lessor to the Company and filed herein as Exhibit 10.1 (the
"Pay-Off Letter"). In accordance with the terms of the Pay-Off Letter, the
Company paid the Lessor $1.25 million ("Pay-Off Amount"). Effective immediately
upon the receipt of the Pay-Off Amount by the Lessor: (i) all of the
indebtedness and obligations of the Company to the Lessor, including but not
limited to the indebtedness, liabilities and obligations of the Company pursuant
to the Lease Agreement and related documents, were discharged and paid in full,
(ii) any unfunded commitments to make credit extensions or financial
accommodations were terminated, (iii) all liens, collateral assignments,
security interests, guarantees and other collateral granted to or held by the
Lessor as security for the indebtedness, liabilities and obligations were
terminated and (iv) the Company's remaining obligations pursuant to the Lease
Agreement were terminated.
Item 1.03 Bankruptcy or Receivership
Voluntary Petition for Bankruptcy
On June 1, 2022, the Company (the "Debtor") filed a voluntary petition for
relief under chapter 11 of title 11 ("Chapter 11") of the United States
Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court
for the District of Delaware (the "Bankruptcy Court"), thereby commencing a
Chapter 11 case for the Debtor. The Debtor continues to operate its business as
a "debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code and orders of
the Bankruptcy Court. The Debtor is seeking approval of a variety of "first day"
motions containing customary relief intended to enable the Debtor to continue
its ordinary course operations and to facilitate an orderly wind down of its
operations. The Company intends to sell substantially all of its assets during
the bankruptcy case.
Additional information about the Chapter 11 case, including access to Bankruptcy
Court documents, is available online at http://www.kccllc.net/ZosanoPharma, a
website administered by KCC, a third-party bankruptcy claims and noticing agent.
The information on this web site is not incorporated by reference into, and does
not constitute part of, this Form 8-K.
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Item 8.01 Other Events.
On June 2, 2022, the Company issued a press release announcing the filing of the
Chapter 11 case. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Description
10.1 Trinity Capital Inc. Pay-Off Letter dated May 20, 2022
99.1 Press release dated June 2, 2022, titled "Zosano Pharma Files Voluntary
Petition for Relief Under Chapter 11"
104.1 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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ZOSANO PHARMA CORPORATION 
