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): December 21, 2006
ZIOPHARM
Oncology, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-32353
|
84-1475642
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
1180
Avenue of the Americas, 19th
Floor
New
York, NY 10036
(Address
of principal executive offices) (Zip Code)
(646)
214-0700
(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:
[
]
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
1.01. Entry into a Material Definitive Agreement.
On
January 8, 2004, ZIOPHARM Oncology, Inc. (the “Company”) entered into a three
year employment agreement with Dr. Jonathan Lewis, pursuant to which Dr. Lewis
is serving a Chief Executive Officer of the Company until January 8, 2007.
On
December 21, 2006, the Company and Dr. Lewis entered into an Employment
Agreement Extension (the “Extension”). Pursuant to the Extension, the Company
extended the term of Dr. Lewis’ employment to January 8, 2008 and increased Dr.
Lewis’ annual base salary to $385,000.
A
copy of
the Extension is attached hereto as Exhibit 10.1 and is incorporated herein
by
reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished herewith.
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Exhibit
No.
|
Description
|
|
10.1
|
Employment
Agreement Extension dated December 21, 2006
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SIGNATURE
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.: | ||
| (Registrant) | ||
| |
|
|
| Date: December 26, 2006 | By: | /s/ Richard E. Bagley |
|
Richard E. Bagley,
President,
Chief
Operating Officer and Chief Financial
Officer
|
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Exhibit
Index
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Exhibit
No.
|
Description
|
|
10.1
|
Employment
Agreement Extension dated December 21, 2006
|
Exhibit
10.1
EMPLOYMENT
AGREEMENT EXTENSION
Reference
is made to the Employment Agreement (the “Agreement”), dated as of January 8,
2004, by and between Zylogen, Inc., a Delaware corporation and the predecessor
to ZIOPHARM Oncology, Inc., a Delaware corporation (the “Company”), and Dr.
Jonathan Lewis (the “Executive”). All terms used, but not otherwise defined
herein, shall have the meanings assigned to them in the Agreement.
Each
of
the Board, the Company and the Executive hereby consent and agree as
follows:
1.
Pursuant
to Section 2 of the Agreement, the Term is extended for an additional one (1)
year period.
2.
Section
5(a) of the Agreement is hereby amended by restating the first sentence in
its
entirety, as follows: “The Company shall pay Executive a salary (the “Base
Salary”) equal to Three Hundred Eighty-Five Thousand Dollars ($385,000) per
year.
Except
for the extension of the Term and the amendment to Section 5(a) of the Agreement
provided above, the terms and conditions of the Agreement remain applicable
in
their entirety.
IN
WITNESS WHEREOF, the Company and the Board have caused their respective duly
authorized officer and representative to execute and the Executive has
personally set his hand hereto as of the date set forth below.
|
ZIOPHARM
Oncology,
Inc. and
Its
Board of Directors
|
||
| |
|
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| By: | /s/ Richard Bagley | |
|
Name: Richard Bagley |
||
| Title: President | ||
| EXECUTIVE | ||
| |
|
|
| By: | /s/ Jonathan Lewis | |
|
Name: Jonathan Lewis, M.D. |
||
| Date: 21 December, 2006 | ||