fm8k-0308.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) February
21, 2008
(Exact
Name of Registrant as Specified in Its Charter)
(State
or
Other Jurisdiction of Incorporation)
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333-105075
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87-0652870
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3293
Harrison Blvd., Ste. 230, Ogden, UT
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84403
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
(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 (see General Instruction
A.2.
below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
4.01
Changes In Registrant’s Certifying Accountant
On
February 14, 2008, Bio-Path
Holdings, Inc. (fka Ogden Golf Co. Corporation) acquired Bio-Path, Inc in a
merger transaction. Such transaction is further described in a Form
8-K filed on February 19, 2008. Subsequent to the merger transaction,
the Board of Directors of Bio-Path Holdings, Inc. (the “Registrant”) determined
that it was in the best interests of the Registrant to appoint the accounting
firm of Bio-Path, Inc., as the independent registered public accounting firm
of
the Registrant in place of the Registrant’s previous accounting firm
(a)
Effective March 3, 2008, Spector & Wong, LLP (“Spector
& Wong”) was notified that it was no longer the independent registered
public accounting firm of the Registrant.
The
reports of Spector & Wong on
the financial statements of the Registrant as of and for the years ended June
30, 2007 and 2006 did not contain an adverse opinion or a disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles, except for the addition of an explanatory paragraph expressing
substantial doubt about the Registrants ability to continue as a going
concern.
During
the years ended June 30, 2007
and 2006 and through March 3, 2008, there were no disagreements with Spector
& Wong on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which disagreements, if
not
resolved to the satisfaction of Spector & Wong, would have caused Spector
& Wong to make a reference to the subject matter of the disagreement in its
reports on the Registrant’s financial statements for such periods.
There
were no reportable events (as
defined in Regulation S-B Item 304(a)(1)(iv)) during the years ended June 30,
2007 and 2006 or the subsequent interim period through March 3, 2008.
The
Registrant has requested that
Spector & Wong furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the above
statements. A copy of such letter, dated March 6, 2008 is filed
herewith as Exhibit 16.
(b)
On February 21, 2008, upon the authorization and approval of the full Board
of
Directors acting as the audit committee of the Registrant, the Registrant
appointed the accounting firm of Mantyla McReynolds, LLC (“Mantyla”) as the
Company’s independent registered public accounting firm. No
consultations occurred between the Registrant and Mantyla during the years
ended
June 30, 2007 and 2006 and through February 21, 2008 regarding either
(i) the application of accounting principles to a specific completed or
contemplated transaction, the type of audit opinion that might be rendered
on
the Registrant’s financial statements, or other information provided that was an
important factor considered by the Registrant in reaching a decision as to
an
accounting, auditing or financial reporting issue, or (ii) any matter that
was the subject of disagreement or a reportable event requiring disclosure
under
Item 304(a)(1)(iv) of Regulation S-B.
Item
5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Effective
February 21, 2008, the
Registrant’s Board of Directors adopted a resolution increasing the size of the
Board of Directors from three members to five members. The Board of
Directors also adopted Resolutions appointing the following individuals to
fill
the vacancies created by the increase in the size of the Board of
Directors:
Dr.
Ulrich Mueller; and
Dr.
Gillian Ivers-Read.
Background
information concerning the
Registrant’s new directors is as follows:
Dr.
Ulrich Mueller. Dr.
Mueller is
currently Vice
President, Industry Relations & Technology Licensing at the Fred Hutchinson
Cancer Institute. Dr. Mueller was formerly M. D. Anderson licensing
director and scientific examiner. In this capacity he was heavily involved
over the last six years evaluating new technology and developing IP for it
and
working closely with big pharma and academic institutions on licensing
deals. Dr. Mueller is a biochemist/molecular biologist with
extensive experience in preclinical/clinical therapeutic development. Dr.
Mueller received his PhD. from Baylor College of Medicine in cell and molecular
biology, a Masters Degree in biology from Texas A&M and his undergraduate
degree in microbiology from New Mexico State.
Dr.
Gillian
Ivers-Read. Dr. Ivers-Read
is and has been
since April 2002, Executive Vice President, Development Operations of Pharmion
Corp., a publicly held biotech company. From 1996 to 2001, Dr.
Ivers-Read held various regulatory positions with Hoechst Marion Roussel and
its
successor Aventis Pharmaceuticals, Inc., where she most recently held the
position of Vice President, Global Regulatory Affairs. From 1994 to 1996, Dr.
Ivers-Read was Vice President, Development and Regulatory Affairs for Argus
Pharmaceuticals and from 1984 to 1994 she served as a regulatory affairs
director for Marion Merrell Dow.
Item
9.01 Financial
Statements and Exhibits
Exhibits
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Exhibit
Number
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Description
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16
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Letter
From Spector & Wong LLC
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SIGNATURES
Pursuant
to the requirements of the
Securities Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
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Dated: March
6, 2008
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BIO-PATH
HOLDINGS INC.
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By: /s/
Peter Nielsen
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Chief
Executive Officer
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