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.
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