0001019056-18-000298.txt : 20180209 0001019056-18-000298.hdr.sgml : 20180209 20180209112103 ACCESSION NUMBER: 0001019056-18-000298 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180209 DATE AS OF CHANGE: 20180209 GROUP MEMBERS: ROSALIND ADVISORS, INC. GROUP MEMBERS: ROSALIND MASTER FUND L.P. GROUP MEMBERS: STEVEN SALAMON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Zosano Pharma Corp CENTRAL INDEX KEY: 0001587221 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 454488360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88596 FILM NUMBER: 18589561 BUSINESS ADDRESS: STREET 1: 34790 ARDENTECH COURT CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: 510-745-1200 MAIL ADDRESS: STREET 1: 34790 ARDENTECH COURT CITY: FREMONT STATE: CA ZIP: 94555 FORMER COMPANY: FORMER CONFORMED NAME: ZP Holdings Inc DATE OF NAME CHANGE: 20130919 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rosalind Advisors, Inc. CENTRAL INDEX KEY: 0001622627 IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 175 BLOOR STREET EAST STREET 2: SUITE 1316, NORTH TOWER CITY: TORONTO STATE: A6 ZIP: M4W 3R8 BUSINESS PHONE: 4168887606 MAIL ADDRESS: STREET 1: 175 BLOOR STREET EAST STREET 2: SUITE 1316, NORTH TOWER CITY: TORONTO STATE: A6 ZIP: M4W 3R8 SC 13G/A 1 zosano_13ga2.htm SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

(Amendment No. 2)

Under the Securities Exchange Act of 1934

ZOSANO PHARMA CORPORATION

(Name of Issuer)

Common Shares

(Title of Class of Securities)

98979H202

(CUSIP Number)

February 6, 2018

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 98979H202	13G/A	Page 2 of 8 Pages


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rosalind Advisors, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 32,500
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 32,500

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,500
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6%¹
12.	TYPE OF REPORTING PERSON (see instructions) CO

¹ This percentage is calculated based upon 2,005,546 shares (equivalent to 40,110,931 shares prior to 1-for-20 reverse split) of the Issuer’s common stock outstanding as of January 26, 2018.


CUSIP No. 98979H202	13G/A	Page 3 of 8 Pages


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steven Salamon
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 32,500
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 32,500

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,500
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6%²
12.	TYPE OF REPORTING PERSON (see instructions) IN

² This percentage is calculated based upon 2,005,546 shares (equivalent to 40,110,931 shares prior to 1-for-20 reverse split) of the Issuer’s common stock outstanding as of January 26, 2018.


CUSIP No. 98979H202	13G/A	Page 4 of 8 Pages


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rosalind Master Fund L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 32,500
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 32,500

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,500
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6%³
12.	TYPE OF REPORTING PERSON (see instructions) PN

³ This percentage is calculated based upon 2,005,546 shares (equivalent to 40,110,931 shares prior to 1-for-20 reverse split) of the Issuer’s common stock outstanding as of January 26, 2018.


CUSIP No. 98979H202	13G/A	Page 5 of 8 Pages

Item 1.

	(a)	Name of Issuer: ZOSANO PHARMA CORPORATION

	(b)	Address of Issuer’s Principal Executive Offices 34790 Ardentech Court Fremont, CA 94555, United States

Item 2.

	(a)	Name of Person Filing Rosalind Advisors, Inc. (“Advisor” to RMF) Rosalind Master Fund L.P. (“RMF”) Steven Salamon (“President”) Steven Salamon is the portfolio manager of the Advisor which advises RMF.

	(b)	Address of the Principal Office or, if none, residence Rosalind Advisors, Inc. 175 Bloor Street East Suite 1316, North Tower Toronto, Ontario M4W 3R8 Canada Rosalind Master Fund L.P. P.O. Box 309 Ugland House, Grand Cayman KY1-1104, Cayman Islands Steven Salamon 175 Bloor Street East Suite 1316, North Tower Toronto, Ontario M4W 3R8 Canada

	(c)	Citizenship Rosalind Advisors, Inc.: Ontario, Canada Rosalind Master Fund L.P.: Cayman Islands Steven Salamon: Ontario, Canada

	(d)	Title of Class of Securities Common Stock

	(e)	CUSIP Number 98979H202


CUSIP No. 98979H202	13G/A	Page 6 of 8 Pages

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


	(a)		Amount beneficially owned: Rosalind Master Fund L.P. is the record owner of warrants to acquire 32,500 shares of common stock. Rosalind Advisors, Inc. is the investment advisor to RMF and may be deemed to be the beneficial owner of shares held by RMF. Steven Salamon is the portfolio manager of the Advisor and may be deemed to be the beneficial owner of shares held by RMF. Notwithstanding the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of the shares.

	(b)		Percent of class: Rosalind Advisors, Inc. – 1.6% Rosalind Master Fund L.P. – 1.6% Steven Salamon – 1.6%


CUSIP No. 98979H202	13G/A	Page 7 of 8 Pages


(c)	Number of shares as to which the person has:

		(i)	Shared power to vote or to direct the vote Rosalind Advisors, Inc. – 32,500 Rosalind Master Fund L.P. – 32,500 Steven Salamon – 32,500

		(ii)	Sole power to dispose or to direct the disposition of – 0

		(iii)	Shared power to dispose or to direct the disposition of Rosalind Advisors, Inc. – 32,500 Rosalind Master Fund L.P. – 32,500 Steven Salamon – 32,500

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5.	Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Instruction. Dissolution of a group requires a response to this item.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

Item 7– 9.

Not Applicable


CUSIP No. 98979H202	13G/A	Page 8 of 8 Pages

Item 10.

Certification.


			By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	2/9/2018
	Date

	/s/ Steven Salamon
	Signature

	Steven Salamon/President Rosalind Advisors, Inc.
	Name/Title

EX-99.A 2 ex_a.htm EXHIBIT A

Exhibit A

Joint Filing Agreement

The undersigned hereby agree that this Statement on Schedule 13G with respect to the beneficial ownership of shares of Common Stock of ZOSANO PHARMA CORPORATION is filed jointly, on behalf of each of them.

	Rosalind Advisors, Inc.
	By:	/s/ Steven Salamon
	Name: Steven Salamon
	Title: President

	Rosalind Master Fund L.P.
	By:	/s/ Mike McDonald
	Name: Mike McDonald
	Title: Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund)

	By:	/s/ Steven Salamon
	Name: Steven Salamon