SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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|Item 3.01|| |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 28, 2020 (the “Notification Date”), Ziopharm Oncology, Inc. (the “Company”) received two letters from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the previously disclosed departures of two directors from the Company’s Board of Directors (the “Board”) resulted in noncompliance with (i) the audit committee requirements set forth in Nasdaq Rule 5605(b)(1) and 5605(c)(2) (the “Audit Committee Notice”) and (ii) the compensation committee requirements set forth in Nasdaq Rule 5605 (the “Compensation Committee Notice”). Specifically, as a result of the departures, the Company’s Audit Committee (the “Audit Committee”) has only one member and no longer consists of at least three members as required by Nasdaq Rule 5605(c)(2)(A) and the Company’s Compensation Committee (the “Compensation Committee”) no longer consisted of at least two independent members as required by Nasdaq Rule 5605(d)(2)(A).
The Audit Committee Notice indicates that the Company must submit a plan of compliance within 45 days of the notification date. If the plan is accepted, the Company can be granted an extension of up to 180 calendar days from the Notification Date to evidence compliance. If the plan is not accepted, the Company may appeal before a Nasdaq Hearing Panel.
The Compensation Committee Notice indicates that the Company is entitled to cure the noncompliance consistent with Nasdaq Rule 5605(d)(2) and the cure period is defined as (i) until the earlier of the Company’s next annual stockholders’ meeting or December 15, 2021; or (ii) if the Company’s next annual shareholders’ meeting is held before June 14, 2021, then the Company must evidence compliance no later than June 14, 2021.
The Company expects to take all necessary steps to regain compliance with the Nasdaq Listing Rules by filling the Audit Committee vacancies and the Compensation Committee vacancy on a timely basis with independent directors who satisfy the applicable requirements of the Nasdaq Listing Rules.
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.
|ZIOPHARM ONCOLOGY, INC.|
|Date: December 30, 2020||Name:||Robert Hadfield|
|Title:||General Counsel and Secretary|