One First Avenue, Parris Building 34, Navy Yard Plaza
Boston, Massachusetts 02129
February 19, 2019
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Sonia Bednarowski
| Re: | Ziopharm Oncology, Inc. |
Registration Statement on Form S-3
Filed February 7, 2019
File No. 333-229555
Acceleration Request
Requested Date: February 21, 2019
Requested Time: 4:00 p.m. Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-229555) (the “Registration Statement”) to become effective at 4:00 p.m. Eastern Time on February 21, 2019, or as soon thereafter as is practicable.
Once the Registration Statement has been declared effective, please orally confirm that event with Courtney Thorne of Cooley LLP, counsel to the undersigned registrant, at (617) 937-2318.
[Signature page follows]
| Very truly yours,
ZIOPHARM ONCOLOGY, INC. | ||
| By: | /s/ Robert Hadfield | |
| Robert Hadfield General Counsel and Secretary | ||
| cc: | Laurence J.N. Cooper, M.D., Ph.D., Ziopharm Oncology, Inc. |
Kevin G. Lafond, Ziopharm Oncology, Inc.
Joshua D. Rottner, Cooley LLP
Marc A. Recht, Cooley LLP
Courtney T. Thorne, Cooley LLP