Attached files
| file | filename |
|---|---|
| EX-1.1 - ZIOPHARM ONCOLOGY INC | v187115_ex1-1.htm |
| EX-5.1 - ZIOPHARM ONCOLOGY INC | v187115_ex5-1.htm |
| EX-99.1 - ZIOPHARM ONCOLOGY INC | v187115_ex99-1.htm |
| EX-99.2 - ZIOPHARM ONCOLOGY INC | v187115_ex99-2.htm |
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): May 27, 2010
(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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||
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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.)
|
|
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:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
|
|
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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o
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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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Entry
into a Material Definitive
Agreement.
|
On May
27, 2010, ZIOPHARM Oncology, Inc. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Jefferies & Company, Inc.
(the “Representative”) relating to the issuance and sale of 7,000,000 shares of
the Company’s common stock, par value $0.001 per share. The
Representative, on behalf of itself and JMP Securities LLC, as underwriters for
the offering, purchased 7,000,000 shares from the Company pursuant to the
Underwriting Agreement and offered the shares to the public at a price of $5.00,
and to certain dealers at that price less a concession not in excess of $0.18
per share of common stock. The net proceeds to the Company from this offering
were approximately $32.8 million, after deducting underwriting discounts and
commissions and other estimated offering expenses. The offering was
completed on June 2, 2010. Under the terms of the Underwriting Agreement,
the Company has granted the Representative an option, exercisable for 30 days,
to purchase up to an additional 1,050,000 shares of common stock to cover
over-allotments, if any.
The
offering is being made pursuant to the Company’s effective registration
statement on Form S-3 (Registration Statement No. 333-166444) previously
filed with the Securities and Exchange Commission, a prospectus supplement and a
free writing prospectus thereunder. The Underwriting Agreement is filed as
Exhibit 1.1 to this report, and the description of the terms of the Underwriting
Agreement is qualified in its entirety by reference to such exhibit. The
benefits and representations and warranties set forth in the Underwriting
Agreement are not intended to and do not constitute continuing representations
and warranties of the Company to persons not a party thereto, including without
limitation, any future or other investors. A copy of the opinion of Maslon
Edelman Borman & Brand, LLP relating to the legality of the issuance and
sale of the shares in the offering is attached as Exhibit 5.1
hereto.
On May
26, 2010, the Company issued a press release announcing that it had commenced
the offering. On May 27, 2010, the Company issued a press release announcing
that it had priced the offering. The press releases are attached as Exhibits
99.1 and 99.2 hereto, respectively.
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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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|
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1.1
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Underwriting
Agreement dated May 27, 2010 between ZIOPHARM Oncology, Inc. and Jefferies
& Company, Inc., as representative of the several underwriters named
therein
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|
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5.1
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Opinion
of Maslon Edelman Borman & Brand, LLP
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23.1
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Consent
of Maslon Edelman Borman & Brand, LLP (included as part of
Exhibit 5.1)
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99.1
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Press
Release, dated May 26, 2010
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99.2
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Press
Release, dated May 27,
2010
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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.
INDEX OF
EXHIBITS
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Exhibit No.
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Description
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1.1
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Underwriting
Agreement dated May 27, 2010 between ZIOPHARM Oncology, Inc. and Jefferies
& Company, Inc., as representative of the several underwriters named
therein
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|
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5.1
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Opinion
of Maslon Edelman Borman & Brand, LLP
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99.1
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Press
Release, dated May 26, 2010
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|
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99.2
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Press
Release, dated May 27,
2010
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