UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
ZOSANO PHARMA CORPORATION
(Name of Issuer)
Common Shares
(Title of Class of Securities)
98979H103
(CUSIP Number)
November 1, 2016
(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. 98979H103 | 13G | Page 2 of 9 Pages |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rosalind Advisors, Inc. |
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| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o |
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| 3. | SEC
USE ONLY |
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| 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 2,023,777 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 2,023,777 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,023,777 |
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| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
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| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.2%1 |
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| 12. | TYPE
OF REPORTING PERSON (see instructions) CO |
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1 This percentage is calculated based upon 16,815,997 shares of the Issuer’s common stock outstanding as of November 3, 2016.
| CUSIP No. 98979H103 | 13G | Page 3 of 9 Pages |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steven Salamon |
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| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o |
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| 3. | SEC
USE ONLY |
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| 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 2,023,777 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 2,023,777 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,023,777 |
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| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.2%2 |
|||
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |
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2 This percentage is calculated based upon 16,815,997 shares of the Issuer’s common stock outstanding as of November 3, 2016.
| CUSIP No. 98979H103 | 13G | Page 4 of 9 Pages |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rosalind Master Fund L.P. |
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| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o |
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| 3. | SEC
USE ONLY |
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| 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 565,347 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 565,347 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 565,347 |
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| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.1%3 |
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| 12. | TYPE
OF REPORTING PERSON (see instructions) PN |
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3 This percentage is calculated based upon 16,815,997 shares of the Issuer’s common stock outstanding as of November 3, 2016.
| CUSIP No. 98979H103 | 13G | Page 5 of 9 Pages |
| 1. | NAMES
OF REPORTING PERSONS |
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| 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 1,458,430 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 1,458,430 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,458,430 |
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| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.1%4 |
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| 12. | TYPE
OF REPORTING PERSON (see instructions) PN |
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4 This percentage is calculated based upon 16,815,997 shares of the Issuer’s common stock outstanding as of November 3, 2016.
| CUSIP No. 98979H103 | 13G | Page 6 of 9 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 RCP & RMF) Rosalind Master Fund L.P. (“RMF”) Rosalind Capital Partners L.P. (“RCP”) Steven Salamon (“President”) Steven Salamon is the portfolio manager of the Advisor which advises RCP & RMF. | |
| (b) | Address
of the Principal Office or, if none, residence 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
Rosalind Capital Partners L.P. 175 Bloor Street East Suite 1316, North Tower Toronto, Ontario M4W 3R8 Canada
Steven Salamon 175 Bloor Street East Suite 1316, North Tower Toronto, Ontario M4W 3R8 Canada | |
| (c) | Citizenship Rosalind Master Fund L.P.: Cayman Islands Rosalind Capital Partners L.P.: Ontario, Canada Steven Salamon: Ontario, Canada | |
| (d) | Title of Class of Securities Common Stock | |
| (e) | CUSIP Number 98979H103 |
| CUSIP No. 98979H103 | 13G | Page 7 of 9 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 201,347 shares, and warrants to acquire 364,000 shares of common stock. Rosalind Capital Partners L.P. is the record owner of 522,430 shares, and warrants to acquire 936,000 shares of common stock Rosalind Advisors, Inc. is the investment advisor to RCP and RMF and may be deemed to be the beneficial owner of shares held by RCP and RMF. Steven Salamon is the portfolio manager of the Advisor and may be deemed to be the beneficial owner of shares held by RCP and RMF. Notwithstanding the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of the shares. | |||
| (b) | Percent of class: Rosalind Advisors, Inc. – 11.2% Rosalind Master Fund L.P. – 3.1% Rosalind Capital Partners L.P. – 8.1% Steven Salamon – 11.2% | |||
| CUSIP No. 98979H103 | 13G | Page 8 of 9 Pages |
| (c) | Number of shares as to which the person has: | |||
| (i) | Shared power to vote or to direct the vote Rosalind Advisors, Inc. – 2,023,777 Rosalind Master Fund L.P. – 565,347 Rosalind Capital Partners L.P. – 1,458,430 Steven Salamon – 2,023,777 | |||
| (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. – 2,023,777 Rosalind Master Fund L.P. – 565,347 Rosalind Capital Partners L.P. – 1,458,430 Steven Salamon – 2,023,777 | |||
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 o.
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. 98979H103 | 13G | Page 9 of 9 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.
| 11/16/2016 | |
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Date | |
| /s/ Steven Salamon | |
|
Signature | |
| Steven Salamon/President Rosalind Advisors, Inc. | |
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Name/Title |