UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 2010
Ardea Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-33734
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94-3200380 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 4939 Directors Place |
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| San Diego, California
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92121 |
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(Zip Code) |
Registrant’s telephone number, including area code: (858) 652-6500
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Explanatory Note: The Company previously filed on October 8, 2010 a Current Report on Form 8-K
(the “Original 8-K”) disclosing a change in its certifying accountant as a result of the merger
between the Company’s independent registered public accounting firm, Stonefield Josephson, Inc. and
Marcum LLP. This Form 8-K/A is being filed to clarify Marcum LLP as the Company’s new independent
registered public accounting firm. Item 4.01 of the Original 8-K is amended and restated in its
entirety below.
Item 4.01. Changes in Registrant’s Certifying Accountant.
(a) Resignation of independent registered public accounting firm.
On October 1, 2010, Ardea Biosciences, Inc. (the “Company”) was informed by its independent
registered public accounting firm, Stonefield Josephson, Inc. (“Stonefield”) that it has combined
its practice with Marcum LLP (the “Merger”) effective as of October 1, 2010. As a result of the
Merger, Stonefield effectively resigned as the Company’s independent registered public accounting
firm and Marcum LLP, as the successor to Stonefield following the Merger, became the Company’s
independent registered public accounting firm. The engagement of Marcum LLP was approved by the
Audit Committee of the Company’s Board of Directors on October 1, 2010.
The principal accountant’s reports of Stonefield on the financial statements of the Company as of
and for the years ended December 31, 2009 and December 31, 2008 did not contain any adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
During the years ended December 31, 2009 and December 31, 2008 and through the effective date of
the Merger, there were no disagreements with Stonefield on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to
Stonefield’s satisfaction would have caused Stonefield to make reference thereto in connection with
its reports on the financial statements for such years. During the years ended December 31, 2009
and December 31, 2008 and through October 1, 2010, there were no reportable events of the types
described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Stonefield with a copy of the foregoing disclosure and requested Stonefield to
furnish the Company with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements made herein. A copy of the letter furnished by Stonefield,
dated October 21, 2010, is filed as Exhibit 16.1 to this Current Report on Form 8-K/A.
(b) Engagement of new independent registered public accounting firm.
On October 1, 2010, the Audit Committee approved the engagement of Marcum LLP as the Company’s
independent registered public accounting firm, effective as of October 1, 2010.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:
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Document Description |
16.1
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Letter from Stonefield Josephson,
Inc. to Securities and Exchange
Commission dated October 21, 2010. |