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): February 16, 2007
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01. Entry into Material Definitive Agreement.
On
February 16, 2007, ZIOPHARM
Oncology, Inc. (the “Company”) entered
into securities purchase agreements and related documentation (the “Purchase
Agreements”) with certain accredited institutional investors pursuant to which
the Company agreed to sell a total of 5,910,047 shares of common stock (the
“Shares”) in
a
private placement (the “Offering”) at a price of $5.225 per Share. In addition
to the Shares, the Company agreed to issue to each investor a five-year warrant
(each a “Warrant”) to purchase, at an exercise price of $5.75 per share, an
additional number of shares of common stock equal to 20 percent of the Shares
to
be purchased by such investor in the Offering. In the aggregate, these Warrants
entitle investors to purchase an additional 1,182,014 shares of common
stock. Based on the Purchase Agreements, total gross proceeds from the Offering
will be approximately $30.9 million, before deducting selling commissions and
expenses.
In
connection with the Offering, on February 16, 2007, the Company also entered
into a related placement agent agreement with Oppenheimer & Co. Inc.,
Paramount BioCapital, Inc. and Griffin Securities, Inc. (the “Placement Agents”)
whereby the Placement Agents agreed to act as placement agents in connection
with the placement of the Shares. In
consideration for their services, the Company has agreed to pay aggregate cash
commissions and fees equal to six percent of the gross cash proceeds from the
Offering, or approximately $1.9 million. The Company is also required to issue
five-year warrants to the Placement Agents to purchase an aggregate of three
percent of the Shares sold in the Offering) at an exercise price of $5.75 per
share (the “Placement Agent Warrants”).
Pursuant
to the Offering, the Company has agreed to file a registration statement
covering the resale of the Shares and the common stock issuable upon exercise
of
the Warrants and Placement Agent Warrants within 45 days following the closing
date of the Offering, and use its best efforts to cause the registration
statement to be effective within 90 days after such closing date.
Neither
the Shares, Warrants or Placement Agent Warrants to be sold and issued in the
Offering (including the shares of common stock issuable upon exercise of the
Warrants or Placement Agent Warrants), will be registered under the Securities
Act of 1933, as amended (the “Securities Act”) at the time of sale, and
therefore may not be offered or sold in the United States absent registration
or
an applicable exemption from registration requirements. For these issuances,
the
Company is relying on the exemption from federal registration under Section
4(2)
of the Securities Act and/or Rule 506 promulgated thereunder, based on the
Company’s belief that the offer and sale of the Shares, Warrants and Placement
Agent Warrants has not and will not involve a public offering as each investor
was “accredited” and no general solicitation has been involved in the Offering.
The
Company’s press release dated February 16, 2007, announcing the private
placement discussed above is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
1
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press
Release dated February 16, 2007.
2
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: February 16, 2007 | By: | /s/ Jonathan Lewis |
|
Jonathan Lewis, Chief Executive Officer |
||
3
Exhibit
Index
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Exhibit
No.
|
Description
|
|
99.1
|
Press
Release date February 16, 2007
|
Exhibit
99.1
ZIOPHARM
Announces $30.9 Million “At-Market” Private Placement
NEW
YORK, NY - February 16, 2007
-
ZIOPHARM Oncology, Inc. (NASDAQ: ZIOP) announced today it has entered into
definitive agreements with institutional investors to raise approximately $30.9
million in gross proceeds, before deducting placement agent fees and estimated
offering expenses, in a private placement of units consisting of one share
of
common stock and a warrant to purchase 0.2 shares of common stock. The Company
has entered into subscription agreements with these investors, with the purchase
price per unit being equal to $5.225. At closing, the Company will issue
approximately 5.9 million shares of common stock, and warrants to purchase
approximately 1.2 million shares of common stock. The closing of the offering
is
subject to certain conditions, and is expected to occur on or around February
22, 2007.
Lead
and
new investors were Essex Woodlands Health Ventures and PTV Sciences. There
was
also significant participation from existing investors including ProQuest
Investments, LB I Group Inc. (an affiliate of Lehman Brothers), Henderson Global
Investors and two funds (Medical Biohealth Trends, Pharma/wHealth) advised
by
Medical Strategy from Germany. Oppenheimer & Co. Inc. served as lead
placement agent and Paramount BioCapital, Inc. and Griffin Securities, Inc.
served as co-placement agents for the offering.
Proceeds
from the financing will be used primarily for ongoing clinical development
of
the Company’s three lead products, ZIO-101, ZIO-201, and ZIO-301 currently in
phase I and/or phase II trials. The Company anticipates completing phase II
trials with ZIO-101 and ZIO-201 followed by initiation of pivotal studies.
Funds
will also be used to advance ZIO-301 into phase II trials, and for general
corporate purposes.
“We
are
extremely pleased and appreciative to have received such strong support from
this premier group of new and existing investors.” commented Jonathan Lewis,
M.D., Ph.D, Chief Executive Officer.
The
securities have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
under such act and applicable state securities laws or an applicable exemption
from those registration requirements. This press release shall not constitute
an
offer to sell or the solicitation of an offer to buy nor shall there be any
sale
of these securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
About
ZIOPHARM Oncology, Inc.
ZIOPHARM
Oncology, Inc. is a biopharmaceutical company engaged in the development and
commercialization of a diverse, risk-sensitive portfolio of in-licensed cancer
drugs to address unmet medical needs. The Company applies new insights from
molecular and cancer biology to understand the efficacy and safety limitations
of approved and developmental cancer therapies and identifies proprietary and
related molecules for better patient treatment. For more information, visit
www.ziopharm.com.
Forward-Looking
Safe Harbor Statement:
This
press release contains forward-looking statements for ZIOPHARM Oncology, Inc.
that involve risks and uncertainties that could cause the Company's actual
results to differ materially from the anticipated results and expectations
expressed in these forward-looking statements. These statements are based on
current expectations, forecasts and assumptions that are subject to risks and
uncertainties, which could cause actual outcomes and results to differ
materially from these statements. Among other things, there can be no assurance
that any of the Company's development efforts relating to its product candidates
will be successful, or such product candidates will be successfully
commercialized. Other risks that affect forward-looking information contained
in
this press release include the possibility of being unable to obtain regulatory
approval of the Company's product candidates, the risk that the results of
clinical trials may not support the Company's claims, and risks related to
the
Company's ability to protect its intellectual property and its reliance on
third
parties to develop its product candidates. The Company assumes no obligation
to
update these forward-looking statements, except as required by law. For further
risk factors see the Company's latest 10-KSB filed with the SEC.
ZIOP-G
Investors:
ZIOPHARM
Oncology, Inc.
Suzanne
McKenna, Investor Relations,
646-214-0703
smckenna@ziopharm.com
Media:
Rx
Communications
Tina
Posterli
917-322-2565
tposterli@rxir.com