UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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4939 Directors Place
San Diego, California
(Address of principal executive offices)
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92121
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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
Item 4.01. Changes in Registrant’s Certifying Accountant.
On October 1, 2010, the Company’s independent registered public accounting firm, Stonefield
Josephson, Inc. (“Stonefield”), combined its practice with Marcum LLP (the “Merger”) and began
practicing in California and Hong Kong as “MarcumStonefield, a division of Marcum LLP”
(“MarcumStonefield”). Accordingly, effective October 1 2010, Stonefield effectively resigned as the
Company’s independent registered public accounting firm and MarcumStonefield became the Company’s
independent registered public accounting firm. This change in the Company’s independent registered
public accounting firm 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, 2008 and 2009 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, 2008 and 2009 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 it to make reference thereto in connection with its
reports on the financial statements for such years. During the years ended December 31, 2008 and
2009 and through October 1, 2010, there were no reportable events of the type described in Item
304(a)(1)(v) of Regulation S-K.
During the years ended December 31, 2008 and 2009 and through October 1, 2010, the effective date
of the Merger, the Company did not consult with Marcum LLP or MarcumStonefield with respect to any
of (i) the application of accounting principles to a specified transaction, either completed or
proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial
statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K) or an event of the type 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 therein. A copy of such letter, dated October 7, 2010 is filed as Exhibit 16.1 to this Current
Report on Form 8-K.
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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| Exhibit Number |
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Document Description |
| 16.1
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Letter from Stonefield
Josephson, Inc. to Securities and Exchange Commission
dated October 7, 2010. |