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): January 8, 2013
ZIOPHARM Oncology, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33038 | 84-1475672 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1180 Avenue of the Americas 20th Floor New York, NY |
10036 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(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:
¨ 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 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 January 8, 2013, ZIOPHARM Oncology, Inc., or the Company, extended the term of its existing employment agreement with Jonathan Lewis, M.D., Ph.D., the Company’s Chief Executive Officer, for an additional one year period expiring January 8, 2014. Dr. Lewis’ employment agreement, as previously extended, was scheduled to expire by its terms on January 8, 2013. A copy of the Extension of Employment Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Extension of Employment Agreement dated January 8, 2013 by and between ZIOPHARM Oncology, Inc. and Jonathan Lewis, M.D., Ph.D. |
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.
| ZIOPHARM Oncology, Inc. | ||
| By: | /s/ Caesar J. Belbel | |
| Date: January 8, 2013 | Name: Caesar J. Belbel | |
| Title: Executive Vice President and Chief Legal Officer | ||
INDEX OF EXHIBITS
| Exhibit No. | Description |
| 10.1 | Extension of Employment Agreement dated January 8, 2013 by and between ZIOPHARM Oncology, Inc. and Jonathan Lewis, M.D., Ph.D. |
Exhibit 10.1
EXTENSION OF EMPLOYMENT AGREEMENT
EXTENSION OF EMPLOYMENT AGREEMENT (this “Extension”), dated as of January 8, 2013, 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 extended Term of the Agreement is scheduled to expire on January 8, 2013, 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 one year, 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 hereby agree as follows:
1. Extension of Term. The “Term” of Executive’s employment under the Agreement shall be extended for a period of one (1) year expiring on January 8, 2014, 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 otherwise modified by this Extension in any respect except as expressly set forth therein.
3. Counterparts. This 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.
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IN WITNESS WHEREOF, the parties have executed this Extension as of the date first above written.
| ZIOPHARM ONCOLOGY, INC. | ||
| By: | /s/ Caesar J. Belbel | |
| Caesar J. Belbel Executive Vice President and Chief Legal Officer | ||
| EXECUTIVE | ||
| /s/ Jonathan J. Lewis | ||
| Jonathan J. Lewis, M.D., Ph.D. | ||