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 8, 2011
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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84-1475672
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||
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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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|
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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:
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)).
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Item
8.01
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Other
Events.
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On
February 8, 2011, ZIOPHARM Oncology, Inc. (the “Company”) completed a public
offering of 9,600,000 shares of its common stock. In connection with
the closing, Barclays Capital Inc., the sole book-running manager for the
offering, exercised in full its option to purchase an additional 1,440,000
shares, resulting in ZIOPHARM issuing a total of 11,040,000 shares at the
closing. The net proceeds from the offering were approximately $59.4 million
after deducting underwriting discounts and estimated offering
expenses.
On
February 8, 2011, the Company issued a press release announcing the completion
of the offering and the underwriter’s full exercise of its option to purchase
additional shares. The press release is attached as Exhibit
99.1.
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Item
9.01
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Financial Statements and
Exhibits.
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(d)
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Exhibits
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Exhibit
No.
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Description
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99.1
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Press
release dated February 8, 2011
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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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Date:
February 8, 2011
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By:
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/s/ Richard Bagley | |
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Name:
Richard Bagley
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Title:
President, Chief Operating Officer and Chief Financial
Officer
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INDEX OF
EXHIBITS
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Exhibit No.
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Description
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99.1
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Press
release dated February 8, 2011
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Exhibit
99.1
ZIOPHARM
ANNOUNCES FULL EXERCISE OF UNDERWRITER’S OPTION; COMPLETION OF PUBLIC
OFFERING
NEW YORK, NY – February 8,
2011 - ZIOPHARM Oncology, Inc. (NASDAQ: ZIOP) today announced the
completion of its previously announced public offering of 9,600,000 shares of
common stock. In connection with the closing, Barclays Capital Inc., the sole
book-running manager for the offering, exercised in full its option to purchase
an additional 1,440,000 shares, resulting in ZIOPHARM issuing a total of
11,040,000 shares in the offering. The net proceeds from this offering were
approximately $59.4 million after deducting underwriting discounts and
commissions and estimated offering expenses.
The
securities described above were offered by ZIOPHARM pursuant to a shelf
registration statement previously filed with and declared effective by
the Securities and Exchange Commission (the “SEC”) on May 13, 2010. A
final prospectus supplement related to the offering has been filed with
the SEC and is available on the SEC’s web site
at http://www.sec.gov. Copies of the final prospectus supplement relating
to these securities may be obtained from Barclays Capital Inc., c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717;
Barclaysprospectus@broadridge.com (phone: 888-603-5847).
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, the shares in any state or other
jurisdiction which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such state or
other jurisdiction.
About
ZIOPHARM Oncology, Inc.
ZIOPHARM
Oncology is a biopharmaceutical company engaged in the development and
commercialization of a diverse portfolio of cancer therapeutics. The Company is
currently focused on several clinical programs. Palifosfamide (ZymafosTM or
ZIO-201) references a novel composition (tris formulation) that is the
functional active metabolite of ifosfamide, a standard of care for treating
sarcoma, and other cancers. Darinaparsin (ZinaparTM or
ZIO-101) is a novel organic arsenic being developed for the treatment of various
hematologic and solid cancers. Indibulin (ZybulinTM or
ZIO-301) is a novel, oral tubulin binding agent that targets both mitosis and
cancer cell migration. ZIOPHARM is also pursuing the development of novel
DNA-based biotherapeutics in the field of cancer pursuant to a partnering
arrangement with Intrexon Corporation. The partnership includes a clinical-stage
product candidate in a Phase Ib study and a second product candidate that is the
basis of an Investigational New Drug application that ZIOPHARM expects to submit
during the first half of 2011. ZIOPHARM’s operations are located in
Boston, MA with an executive office in New York.
Forward-Looking
Safe Harbor Statement
This
press release contains forward-looking statements for ZIOPHARM Oncology, Inc.
that involve risks and uncertainties that could cause ZIOPHARM Oncology’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 ZIOPHARM Oncology’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 ZIOPHARM Oncology’s product candidates, the risk that the results of
clinical trials may not support ZIOPHARM Oncology’s claims, the risk that
pre-clinical or clinical trials will proceed on schedules that are consistent
with ZIOPHARM Oncology’s current expectations or at all, risks related to
ZIOPHARM Oncology’s ability to protect its intellectual property and its
reliance on third parties to develop its product candidates, risks related to
the sufficiency of existing capital reserves to fund continued operations for a
particular amount of time and uncertainties regarding ZIOPHARM Oncology’s
ability to obtain additional financing to support its operations thereafter, as
well as other risks regarding ZIOPHARM Oncology’s that are discussed under the
heading "Risk Factors" in ZIOPHARM Oncology’s filings with the United States
Securities and Exchange Commission. Forward-looking statements can be identified
by the use of words such as "may," "will," "intend," " should," "could," "can,"
"would," "expect," "believe," "estimate," " predict," "potential," "plan," "is
designed to," "target" and similar expressions. ZIOPHARM Oncology assumes no
obligation to update these forward-looking statements, except as required by
law.
# # #
Contact:
Tyler
Cook
ZIOPHARM
Oncology, Inc.
617-259-1982
tcook@ziopharm.com