Other Information
−Removed: Termination of Consulting Agreement with Interim Chief Financial Officer
−Removed: 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”).
−Removed: 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.
−Removed: The Cunningham Consulting Agreement will terminate effective immediately.
−Removed: Neither the decision to terminate the Cunningham Consulting Agreement or Mr.
−Removed: 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.
−Removed: Designation of Principal Financial Officer
−Removed: In connection with the termination of the Cunningham Consulting Agreement, effective immediately, the Company has designated Kevin S.
−Removed: Boyle, the Company’s Chief Executive Officer, as its principal financial officer in addition to his designation as principal executive officer.
−Removed: Boyle will receive no additional compensation for this designation.
−Removed: Extension of Employment of Principal Accounting Officer
−Removed: As previously disclosed, Kevin G.
−Removed: 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.
−Removed: The Company has extended his employment and Mr.
−Removed: Lafond’s last day with the Company will be November 9, 2021.
−Removed: Appointment of Principal Accounting Officer
−Removed: In connection with Mr.
−Removed: 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.
−Removed: Wong, age 41, has served as the Company’s Vice President, Finance since September 2021.
−Removed: Previously, Mr.
−Removed: Wong was Director, Technical Accounting at McDermott International, Ltd., where he also served as Interim Head, Audit.
−Removed: Prior to joining McDermott, Mr.
−Removed: 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.
−Removed: and Toronto, Canada offices.
−Removed: Michael is a licensed CPA in Texas and Canada and has a Bachelor of Commerce from Queen’s University, Canada.
−Removed: 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.
−Removed: Wong and the Company that would require disclosure under Item 404(a) of Regulation S-K.
−Removed: The Company has not entered into any material plan, contract, arrangement or amendment with Mr.
−Removed: Wong, and no compensatory grants or awards were made to Mr.
−Removed: Wong in connection with his appointment as principal accounting officer.
−Removed: Wong is eligible to receive grants under the Company’s equity incentive plans.
−Removed: 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.
−Removed: 000-32353, filed April 26, 2006).
−Removed: 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.
−Removed: 001-33038, filed May 21, 2021).
+Added: Departure of Directors or Certain Officers;
+Added: Election of Directors;
+Added: Appointment of Certain Officers;
+Added: Compensatory Arrangements of Certain Officers.
+Added: On May 11, 2022, Dr.
+Added: Eleanor de Groot notified us of her decision to resign from her position as our Executive Vice President, Operations, effective May 13, 2022, in order to pursue other opportunities.
+Added: Amended and Restated Certificate of Incorporation, and all amendments thereto (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, SEC File No.
+Added: 001-33038, filed March 30, 2022).
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).
−Removed: Form of Warrant to Purchase Shares of Common Stock dated August 6, 2021
−Removed: 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.
−Removed: Employment Agreement by and between the Registrant and Kevin S.
−Removed: 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.
−Removed: 001-33038, filed August 30, 2021).
−Removed: 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.
−Removed: 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
+Added: Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications of Principal Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C.
11 unchanged sentences
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.
−Removed: ZIOPHARM ONCOLOGY, INC.
+Added: ALAUNOS THERAPEUTICS, INC.
Chief Executive Officer
−Removed: (On Behalf of the Registrant and as Principal Executive Officer)
−Removed: November 8, 2021
−Removed: Chief Accounting Officer and Treasurer
+Added: (On Behalf of the Registrant and as Principal Executive Officer and Principal Financial Officer)
+Added: /s/ Michael Wong
+Added: Vice President, Finance
(Principal Accounting Officer)
−Removed: November 8, 2021
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.