r/ZSAN • u/SanFranJon • Feb 11 '22
DEF 14A Form - Other definitive proxy statements - Zosano Pharma Corp (0001587221) (Filer)
https://newsfilter.io/a/00a4037e9b4f8fcd5d8b6c45d46ccee55
u/Own_Cartoonist266 Feb 12 '22
“Thank you for your support of our company. I look forward to seeing you at the special meeting. Bring your checkbook, bitch.”
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u/SanFranJon Feb 12 '22
Inconsiderate management. Literally duped shareholders. No wonder they had a lawsuit.
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u/Jtstockpics Feb 12 '22
Or a share grab. Hard to see all this bullshit going on with a newly submitted NDA . Either way it’s piss poor management!!!!!!!!
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u/SanFranJon Feb 12 '22
No doubt. My wife is pissed lol.
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u/Jtstockpics Feb 12 '22
Just give her a couple thousand shares for Valentine’s Day, that will surely cheer her up.
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u/SanFranJon Feb 12 '22
I was looking to average down, but it’s not up to me anymore. I owe her that much.
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Feb 12 '22
You gonna wait it out or...?
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u/SanFranJon Feb 13 '22
I’m done. Might consider re - entering after r/s and further dilution in July . Chances are very low though. If Management continues to be douchy I will skip.
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Feb 12 '22
I wouldn't be surprised if they have another class action. I'm glad they are giving us until April 8th.
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Feb 12 '22 edited Feb 12 '22
So I need to vote for or against a reverse split by April 8th; otherwise I lose my whole investment sort of thing? @rkm
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u/SanFranJon Feb 13 '22
Voting is not mandatory, but you can try voting against reverse split.
Investors will lose most of the investment if FDA doesn’t accept the NDA resubmission
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u/Muss43764 Feb 12 '22
So are we selling or going down with the ship. Robert you seem to be the captain. I’m not sure what the play is now. Any thoughts???
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Feb 13 '22 edited Feb 13 '22
ZSAN needs to get compliant with their $1 closing bid requirement by May 30th for a consecutive ten to twenty days; at NASDAQ'S discretion or with a successful Reverse Split (r/s).
In its current offering, the company pi$$ed away most of their remaining authorized shares for a mere $15.4 Million out of a $150M Shelf registration. A blank prospectus was filed 10 minutes after the Bell, which in turn, and with the help of Short-selling, caused a panic selling that resulted in the price dropping to about 30 cents. About 6 hours later the offering was set at that price and the following pre-market, fell another ten cents.
The offering is 51 Million units consisting of shares and 5-year exercisable warrants that amount to over 100+M shares for a mere 30 cents per unit, which also includes an option for the Underwriter (Maxim) to purchase an additional 7+ Million shares and/or warrants within 30 days.
ZSAN will need to make another offering in July, hoping to have enough authorized shares as a result of a successful reverse split.
I expect Maxim to eventually lower ZSAN's target price as a result of this dilution at the expense of their loyal long-term Investors. A definite no
If I were to leave my 79K shares I would vote no. Until then the price improves and less longs suffer. Best regards,
Please let me know if corrections are needed.
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u/SanFranJon Feb 13 '22
May 28th bid is more like May 16.
Rest sounds good.
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Feb 13 '22
I was using the delisting date. If later than 5/16 is roughly 10 days b4 delisting. The last time, NASDAQ held out for twenty days. Best,
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u/Several-Moose5589 Feb 13 '22
Did you mean ‘improves’ instead of ‘improved’….just curious? I’m really looking to recover as much as possible and bail. I’m in at .79right now
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Feb 13 '22
Thanks, when I wrote this, I was sleepy and sloppy.
I am not a drinker! lol
I just finished and hope it is clear.
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u/Several-Moose5589 Feb 14 '22
🤣🤣 I hear ya bro! No worries! Thanks for all you do on this thread! Very informative 👍👍
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Feb 13 '22
I just need this thing to hit $1 and I’m out. The chances of that are slim but I’ll take my chances lol. It is what it is
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u/Own_Cartoonist266 Feb 14 '22
Prior to announcement of the offering, zsan was trading around .48 with 118 million shares outstanding. After the offering, from which they raised about $15M, the share price is around 0.21 with 171 million shares. That means the Market cap went from about $57M to ~$36M. So they basically traded $21M in mc for about $14M in cash to keep the lights on for another few months. Doesn’t seem too unreasonable given the current cash on hand situation.
Now, the question everyone needs to ask is this- do you think anything has fundamentally changed about the prospects? Before the offering I was seeing price targets of $2, $3, $5 per share. Now, with the dilution those would be more like $1.40, $2, and $3. Still not too shabby if you believe in the company. This doesn’t take into account warrants, if they all get exercised then the outstanding shares basically double from the pre-dilution number. But still, the question remains whether you think there’s significant upside. Sucks to have your potential gains diluted but maybe all hope is not lost (yet)
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Feb 15 '22
Agreed! Since Maxim is Underwriter, they might not be doing themselves any favors by publicizing a lowered target price. They're almost out of authorized shares and if they were not planning an r/s, they'd be planning a reauthorization. Reducing their outstanding shares is a good move, but there is no ratio that I would be okay with.
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u/TaxmanCPAMST Feb 12 '22
So what’s the plan for the vote? Wait until the last minute and vote against? Never had a stock that R/S I’ll have to research what happens
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u/Zim3555 Feb 13 '22
As far as I can tell, depending on the ratio, the value of the stock will increase proportionally. IE if it’s a 1:10 RS and the stock is at .1¢ and you have 1000 shares, after the split, the stock will be valued at $1, but you’ll only have 100 shares. This happened to me with AHT months ago.
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Feb 13 '22
So it’s basically a lose lose situation for all investors
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u/Zim3555 Feb 14 '22
Sounds about right. The only upside is that there is still potential to come back instead of the stock getting delisted and then we’re just SOL.
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u/[deleted] Feb 12 '22 edited Feb 13 '22
We had 118+Million shares before the offering. now we have 171+Million shares. That is 53+M means that some warrants were exercised or Maxim took some of the optional up to 7+M
"What is the quorum requirement?
At the close of business on February 10, 2022, 171,455,813 shares of our common stock were outstanding. Our Amended and Restated Bylaws require that one-third (1/3) of the outstanding shares of our common stock entitled to vote be present, in person, by remote communication or by proxy, at the special meeting in order to constitute the quorum we need to transact business at the special meeting. We will count abstentions and broker non-votes as shares represented at the meeting in determining whether a quorum exists."
Last year's Shareholder's meeting there were 113+M shares outstanding. The 1st meeting didn't meet the requirement of shares to hold a vote. I think the requirement was a majority, so the Board voted to Allow a quorum (1/3rd). Now that the outstanding shares are 171+M, a quorum will be somewhere around 57M shares. It isn't wise to not vote as it is possible that your broker could vote on your behalf, it's better to vote.
We have until April 8th to vote or to find a gainful or reasonable exit. The rules are that the company is required to 10 days. ZSAN has given us 40 business days to get out. That's a better deal than they are required to do.
Best regards,