UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): July 27, 2010
ZIOPHARM
Oncology, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33038
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84-1475642
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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1180
Avenue of the Americas
19th
Floor
New
York, NY
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10036
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(646) 214-0700
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)).
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Item
4.01
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Changes
in Registrant’s Certifying
Accountant.
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On July
21, 2010, ZIOPHARM Oncology, Inc. (the "Company") was notified that effective
July 20, 2010, McGladrey & Pullen, LLP ("McGladrey") acquired certain assets
of Caturano and Company, Inc. (formerly Caturano and Company, P.C.), the
Company's independent registered public accounting firm ("Caturano") and
substantially all of the officers and employees of Caturano joined
McGladrey. As a result, and effective July 27, 2010, Caturano
resigned as the independent registered public accounting firm for the
Company. Concurrently with such resignation, McGladrey was appointed
by the Company as its new independent registered public accounting firm. The decision
to engage McGladrey was approved by the Company's audit committee of the board of
directors.
The audit
reports of Caturano on the financial statements of the Company for the years
ending December 31, 2009 and 2008 did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified to the uncertainty,
audit scope or accounting principles, except that the audit opinion for the year
ended December 31, 2009 did contain an explanatory paragraph disclosing that the
Company changed the manner in which it accounts for certain warrants effective
January 1, 2009.
During
the two most recent fiscal years ended December 31, 2009 and through the date of
Caturano's resignation there were: (1) no disagreements between the Company and
Caturano on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of Caturano would have caused them to make
reference thereto in their reports on the Company's financial statements for
such years, and (2) no reportable events within the meaning set for in Item
304(a)(1)(v) of Regulation S-K.
During
the Company's two most recent fiscal years ended December 31, 2009 and through
the date of McGladrey's appointment, the Company did not consult with McGladrey
on either (1) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that may
be rendered on the Company's financial statements, and McGladrey did not provide
either a written report or oral advice to the Company that McGladrey concluded
was an important factor considered by the Company in reaching a decision as to
the accounting, auditing or financial reporting issue; or (2) any matter that
was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation
S-K.
The
Company has provided Caturano a copy of the disclosures in this Form 8-K and has
requested that Caturano furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the Company's
statements herein. A copy of the letter dated July 30, 2010 is filed
as Exhibit 16.1 to this Form 8-K.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
No.
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Description
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16.1
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Letter
dated July 30, 2010 re: Change in Certifying
Accountant
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ZIOPHARM
Oncology, Inc.
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Date:
July 30, 2010
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By:
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/s/ Richard Bagley | |
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Name:
Richard Bagley
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Title:
President, Chief Operating Officer and Chief Financial
Officer
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INDEX OF
EXHIBITS
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Exhibit No.
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Description
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16.1
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Letter
dated July 30, 2010 regarding change in certifying
accountant
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Exhibit
16.1
Caturano
and Company
July 30,
2010
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549-7561
Commissioners:
We have
read Item 4.01 of Form 8-K of ZIOPHARM Oncology, Inc. dated July 30, 2010,
which is expected to be filed with the Securities and Exchange Commission on
July 30, 2010 and are in agreement with the statements concerning our Firm in
that Item.
We have
no basis to agree or disagree with the other statements therein.
Very
truly yours,
/s/
Caturano and Company, Inc.
Boston,
Massachusetts