Alaunos Therapeutics, Inc. 10-Q

Item 5. Other Information Termination of Consulting Agreement with Interim Chief Financial Officer On November 4, 2021, the Company provided written notice of termination of that certain consulting agreement by and between the Company and Danforth Advisors, LLC, a financial consultancy firm specializing in working with life sciences companies (the “Cunningham Consulting Agreement”). Pursuant to the terms of the Cunningham Consulting Agreement, Tim Cunningham, the Company’s interim Chief Financial Officer and principal financial officer, provided services to the Company. The Cunningham Consulting Agreement will terminate effective immediately. Neither the decision to terminate the Cunningham Consulting Agreement or Mr. Cunningham’s services was not the result of any dispute or disagreement with the Company or the Company’s Board of Directors on any matter relating to the operations, policies or practices of the Company. Designation of Principal Financial Officer In connection with the termination of the Cunningham Consulting Agreement, effective immediately, the Company has designated Kevin S. Boyle, the Company’s Chief Executive Officer, as its principal financial officer in addition to his designation as principal executive officer. Mr. Boyle will receive no additional compensation for this designation. Extension of Employment of Principal Accounting Officer As previously disclosed, Kevin G. Lafond, the Company’s Senior Vice President Finance, Chief Accounting Officer and Treasurer, will be separating from the Company in connection with the Company’s workforce reduction. The Company has extended his employment and Mr. Lafond’s last day with the Company will be November 9, 2021. Appointment of Principal Accounting Officer In connection with Mr. Lafond’s separation, the Board of Directors has designated Michael Wong, the Company’s Vice President, Finance, to serve as its principal accounting officer effective November 9, 2021. Mr. Wong, age 41, has served as the Company’s Vice President, Finance since September 2021. Previously, Mr. Wong was Director, Technical Accounting at McDermott International, Ltd., where he also served as Interim Head, Audit. Prior to joining McDermott, Mr. Wong was an Audit Senior Manager at Ernst & Young LLP in Houston, and also spent part of his 14 year career with Ernst & Young in both the London, U.K. and Toronto, Canada offices. Michael is a licensed CPA in Texas and Canada and has a Bachelor of Commerce from Queen’s University, Canada. 63 Mr. Wong was not appointed to serve as principal accounting officer pursuant to any arrangements or understandings with the Company or with any other person, and there are no related party transactions between Mr. Wong and the Company that would require disclosure under Item 404(a) of Regulation S-K. The Company has not entered into any material plan, contract, arrangement or amendment with Mr. Wong, and no compensatory grants or awards were made to Mr. Wong in connection with his appointment as principal accounting officer. Mr. Wong is eligible to receive grants under the Company’s equity incentive plans. 64 Item 6. Exhibits Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of the Registrant, as filed with the Delaware Secretary of State on April 26, 2006 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, SEC File No. 000-32353, filed April 26, 2006). 3.2 Amendment to Amended and Restated Certificate of Incorporation effective as of May 19, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, SEC File No. 001-33038, filed May 21, 2021). 3.3 Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 preferred stock, as filed with the Delaware Secretary of State on July 1, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K/A, SEC File No. 001-33038, filed July 1, 2016). 4.1+ Form of Warrant to Purchase Shares of Common Stock dated August 6, 2021 10.1+ Loan and Security Agreement by and among the Registrant, the lenders party thereto and Silicon Valley Bank, as administrative agent and collateral agent, dated August 6, 2021. 10.2* Employment Agreement by and between the Registrant and Kevin S. Boyle, Sr., dated August 24, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, SEC File No. 001-33038, filed August 30, 2021). 31.1+ Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14 or 15d-14 under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2+ Certification of Principal Accounting Officer pursuant to Exchange Act Rules 13a-14 or 15d-14 under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1++ Certifications of Principal Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 4 101.INS+ Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). 101.SCH+ Inline XBRL Taxonomy Extension Schema Document 101.CAL+ Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF+ Inline XBRL Taxonomy Definition Linkbase Document 101.LAB+ Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE+ Inline XBRL Taxonomy Extension Presentation Linkbase Document 104+ Cover Page Interactive Data File—the cover page interactive data is embedded within the Inline XBRL document or included within the Exhibit 101 attachments + Filed herewith. ++ This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing. * Indicates a management contract or compensatory plan. 65 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 thereunto duly authorized. ZIOPHARM ONCOLOGY, INC. By: /s/ Kevin S. Boyle Sr. Kevin S. Boyle Sr. Chief Executive Officer (On Behalf of the Registrant and as Principal Executive Officer) Dated: November 8, 2021 By: /s/ Kevin G. Lafond Kevin G. Lafond Chief Accounting Officer and Treasurer (Principal Accounting Officer) Dated: November 8, 2021 66