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 28, 2010
ZIOPHARM
Oncology, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33038
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84-1475642
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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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1180
Avenue of the Americas
19th
Floor
New
York, NY
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10036
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(646) 214-0700
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
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o
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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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Item
5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Extension
of Employment Agreement with Jonathan Lewis, M.D., Ph.D.
On
December 28, 2010, ZIOPHARM Oncology, Inc. (the “Company”) extended the term of
the its existing employment agreement with Jonathan Lewis, M.D., Ph.D., the
Company’s Chief Executive Officer, for an additional two year period expiring
January 8, 2013. Dr. Lewis’ employment agreement, which was
previously filed as exhibit 10.6 to the Company’s Annual Report on Form 10-KSB
filed February 21, 2008, was scheduled to expire by its terms on January 8,
2011. A copy of the Extension to Employment Agreement is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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10.1
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Extension
to Employment Agreement dated December 28, 2010 by and between ZIOPHARM
Oncology, Inc. and Jonathan Lewis, M.D.,
Ph.D.
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SIGNATURES
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.
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ZIOPHARM
Oncology, Inc.
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By:
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/s/
Richard Bagley
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Date:
December 28, 2010
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Name:
Richard Bagley
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Title:
President, Chief Operating Officer and Chief Financial
Officer
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Exhibit 10.1
EXTENSION
OF EMPLOYMENT AGREEMENT
EXTENSION
OF EMPLOYMENT AGREEMENT (this “Extension”), dated as
of December 28, 2010, by and between ZIOPHARM Oncology, Inc., a Delaware
corporation with principal executive offices at 1180 Avenue of the Americas, New
York, NY 10036 (the “Company”), and
JONATHAN J. LEWIS, M.D., Ph.D., residing at 1522 Fairfield Beach
Road, Fairfield, CT 06824 (the “Executive”). All
capitalized terms set forth herein shall (unless otherwise defined herein) have
the meanings given to them in the Agreement (as defined below).
W I T N E
S S E T H:
WHEREAS,
the Company and Executive are parties to that certain Employment Agreement dated
January 8, 2008 (the “Agreement”).
WHEREAS,
the Term of the Agreement is scheduled to expire on January 8, 2011 and the
Company and Executive each desire that Executive’s employment with the Company
continue to be governed by terms and conditions of the Agreement for a period of
an additional two years, which period may be further extended by mutual written
agreement of Executive and the Company following further deliberations among
Executive and the Company’s board of directors (or, if applicable, the
compensation committee thereof).
NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto hereby agree as follows:
1. Extension of
Term. The “Term” of Executive’s employment under the Agreement
shall be extended for a period of two (2) years expiring on January 8, 2013,
which period may be further extended by mutual written agreement of Executive
and the Company following further deliberations among Executive and the
Company’s board of directors (or, if applicable, the compensation committee
thereof).
2. No Other
Modification. The Agreement shall not be modified by this
Extension in any respect except as expressly set forth herein.
3. Counterparts. This
is Extension may be executed in any number of counterparts, each of which shall
constitute an original, but all of which together shall constitute one and the
same instrument.
4. Governing
Law. This Extension shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York, without
giving effect to its principles of conflicts of laws.
The
remainder of this page is intentionally left blank.
IN
WITNESS WHEREOF, the parties hereto have executed this Extension as of the date
first above written.
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ZIOPHARM
Oncology, Inc.
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By:
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/s/ Richard E. Bagley
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Name:
Richard E. Bagley
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Title:
President, Chief Operating Officer and Chief Financial
Officer
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EXECUTIVE
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By:
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/s/ Jonathan Lewis
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Name:
Jonathan J. Lewis, M.D., Ph.D.
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