SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
ZIOPHARM
Oncology, Inc.
(Name
of
Issuer)
Common
Stock, par value $0.001 per share
(Title
of
Class of Securities)
27784W203
(CUSIP
Number)
Lindsay
A. Rosenwald, M.D.
787
Seventh Avenue
New
York,
NY 10019
(212)
554-4300
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September
13, 2005
(Date
of
Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of this Statement
because of Rule 13d-1(b)(3) or (4), check the following: [ ]
1
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CUSIP
No. 27784W203
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13D
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Page
2 of 5 Pages
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1
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NAMES
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindsay
A. Rosenwald, M.D.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
OO
(see Item 3 below)
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEM
2(d) or 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
1,498,087
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8
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SHARED
VOTING POW-ER
-0-
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9
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SOLE
DISPOSITIVE POWER
1,498,087
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,498,087
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
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14
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TYPE
OF REPORTING PERSON*
IN
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2
| Item 1. |
Security
and Issuer.
|
| (a) |
Common
Stock, $0.001 par value
("Shares")
|
ZIOPHARM Oncology, Inc.
1180
Avenue of the Americas
19th
Floor
New
York, NY 10036
| Item 2. |
Identity
and Background.
|
Namesof
Persons Filing:
| (a) |
This
statement is filed on behalf of Lindsay A. Rosenwald, M.D. (“Dr.
Rosenwald” or, the "Reporting Person").
|
| (b) |
Dr.
Rosenwald’s business address is 787 Seventh Avenue, 48th Floor, New York,
New York, 10019.
|
| (c) |
Dr.
Rosenwald is an investment banker, venture capitalist and fund
manager for
Paramount BioCapital, Inc. and certain affiliates, each located
at 787
Seventh Avenue, 48th
Floor, New York, New York
10019.
|
| (d) |
Dr.
Rosenwald has not, during the five years prior to the date hereof,
been
convicted in a criminal proceeding (excluding traffic violations
or
similar misdemeanors).
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| (e) |
Dr.
Rosenwald has not been, during the five years prior to the date hereof,
party to a civil proceeding of a judicial or administrative body
of
competent juris-diction, as a result of which he was or is subject
to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandat-ing activities subject to, Federal or State
securities laws or finding any violation with respect to such
laws.
|
| (f) |
Dr.
Rosenwald is a citizen of the United
States.
|
| Item 3. |
Source
and Amount of Funds or Other Consideration.
|
The
securities were acquired in connection with a merger of ZIOPHARM, Inc. with
and
into a subsidiary of ZIOPHARM Oncology, Inc. (f/k/a EasyWeb, Inc.). In
connection with such merger, the Reporting Person acquired the Shares reported
herein in exchange for shares of capital stock of ZIOPHARM, Inc.
| Item 4. |
Purpose
of Transaction.
|
The
Reporting Person has acquired shares of Common Stock of the Issuer in exchange
for the shares of common stock of ZIOPHARM, Inc., which was merged with and
into
a subsidiary of the Issuer.
The
Reporting Person may from time to time acquire, or dispose of, Common Stock
and/or other securities of the Issuer if and when he deems it appropriate.
The
Reporting Person may formulate other purposes, plans or proposals relating
to
any of such securities of the Issuer to the extent deemed advisable in light
of
market conditions, investment policies and other factors.
3
Except
as indicated in this Schedule 13D, the
Reporting Person currently has no plans or proposals that relate to or would
result in any of the matters described in subparagraphs (a) through (j) of
Item
4 of Schedule 13D.
| Item 5. |
Interest
in Securities of the Issuer.
|
| (a) |
As
of September 22, 2005, the Reporting Person beneficially owned 1,498,087
Shares, consisting of (i) 476,678 Shares held directly by the Reporting
Person; (ii) warrants to purchase 221,011 Shares held directly by
the
Reporting Person; (iii) warrants to purchase 62,621 Shares held by
Paramount Biocapital Investments, LLC, of which the Reporting Person
is
managing member; and (iv) 737,777 Shares held by certain individuals
and
with respect to which Dr. Rosenwald has certain call rights pursuant
to
pledge agreements to secure certain obligations. Dr. Rosenwald disclaims
beneficial ownership of these 737,777 pledged Shares, except to the
extent
of his pecuniary interest therein, if
any.
|
| (b) |
Dr.
Rosenwald has the sole power to vote or to direct the vote and to
dispose
or to direct the disposition of those Shares described in Item 5(a)
above;
provided, however, that Dr. Rosenwald does not have the right to
vote or
to dispose or to direct the disposition of the 737,777 pledged Shares
described above unless and until he exercises his call rights under
the
pledge agreements.
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| (c) |
On
September 13, 2005, ZIOPHARM, Inc. merged with and into a subsidiary
of
ZIOPHARM Oncology, Inc. (f/k/a EasyWeb, Inc.). In connection with
such
merger, the Reporting Person acquired beneficial ownership of the
Shares
reported in Item 5(a) herein. Other than as set forth herein the
Reporting
Person has not engaged in any transactions in the Common Stock
of the
Issu-er during the past 60
days.
|
| (d) |
Not
applicable.
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| (e) |
Not
applicable.
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| Item 6. |
Contracts,
Arrangements, Understandings or Relationships with
respect to Securities of the Issuer
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Of
the
1,498,087 shares reported to be beneficially owned by the Reporting Person,
737,777 are held by certain individuals and Dr. Rosenwald has certain call
rights with respect thereto pursuant to pledge agreements to secure certain
obligations. Except as otherwise indicated in this filing, there are no other
contracts, arrangements, understandings or relationships between the Reporting
Person and any other party or parties, with respect to any securities of the
Issuer.
| Item 7. |
Material
to be Filed as Exhibits:
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Not
applicable.
4
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Dated:
September
22, 2005
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By: | /s/ Lindsay A. Rosenwald, M.D. |
| New York, NY |
Lindsay A. Rosenwald, M.D. |
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5