SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-KSB /A
(Amendment
No. 1)
x ANNUAL
REPORT UNDER SECTION 13 OR 15(d)
OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the
fiscal year ended December 31, 2005
OR
o TRANSITION
REPORT UNDER SECTION 13 OR 15(d)
OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the
transition period from _______ to _______
Commission
File Number 0-32353
ZIOPHARM
Oncology, Inc.
(Exact
Name of Small Business Issuer as Specified in Its Charter)
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Delaware
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84-1475642
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(State
or Other Jurisdiction of Incorporation or Organization)
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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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(Address
of Principal Executive Offices)
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(Zip
Code)
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(646)
214-0700
(Issuer’s
Telephone Number, Including Area Code)
(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock (par value $0.001 per share)
Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. o
Check
whether the issuer (1) has filed all reports required to be filed by Section
13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been
subject to such filing requirements for the past 90 days. Yes x No o
Check
if
there is no disclosure of delinquent files pursuant to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to
the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment
to
this form 10-KSB. o
Indicate
by check mark whether the registration is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x
The
registrant had no revenue for the most recent fiscal year.
As
of
March 3, 2006, the aggregate market value of common stock held by non-affiliates
of the registrant approximated $23,404,379 based upon the closing price of
the
common stock on the OTC Bulletin Board as of the close of business on that
date.
Shares of common stock held by each executive officer and director and by each
entity that owns 10% or more of the outstanding common stock have been excluded
in that such persons maybe be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination of other
purposes.
As
of
March 3, 2006, there were 7,272,992 shares of the issuer’s common stock, $.001
par value per share, outstanding.
Traditional
Small Business Disclosure Format (check one): Yes x No o
EXPLANATORY
NOTE
This
Amendment No. 1 to the Company’s Annual Report on Form 10-KSB/A for the
fiscal year ended December 31, 2005, which amends in part the Company’s Form
10-KSB originally filed on March 20, 2006, is being filed solely for the purpose
of amending the information set forth in Item 8A.
This
Amendment No. 1 does not reflect events occurring after the filing of the
original Form 10-KSB on March 20, 2006, or modify or update the disclosures
therein in any way other than as required to reflect the amendment to
Item 8A set forth above. Accordingly, this Amendment No. 1 should be
read in conjunction with the Company’s filings made with the Commission
subsequent to the filing of the original Form 10-KSB on March 20, 2006. The
filing of this Amendment No. 1 shall not be deemed an admission that the
original filing, when made, included any untrue statement of a material fact
or
omitted to state a material fact necessary to make a statement not misleading.
Item
8A. Controls and Procedures
We
maintain “disclosure controls and procedures” (as defined in the Securities and
Exchange Act of 1934 Rules 13a-15(e) and 15(d)-15(e)) designed to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed,
summarized and reported within the specified time periods. Under the supervision
and with the participation of our management, including our Chief Executive
Officer and our Treasurer, we conducted an evaluation of our disclosure controls
and procedures as of December 31, 2005. Based on this evaluation, our Chief
Executive Officer and Treasurer concluded that our disclosure controls and
procedures are effective in timely alerting them to material information
required to be included in our periodic filings with the SEC.
There
have been no changes in our internal control over financial reporting identified
in connection with the evaluation required by paragraph (d) of Rule 13a-15
or
15d-15 promulgated under the Exchange Act that occurred during the last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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ZIOPHARM
ONCOLOGY, INC.
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Date:
April 12, 2006
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By:
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/s/
Jonathan Lewis
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Jonathan
Lewis
Chief
Executive Officer
(Principal
Executive Officer)
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Date:
April 12, 2006
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By:
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/s/
Richard Bagley
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Richard
Bagley
President,
Chief Financial Officer, Treasurer and Chief Operating
Officer
(Principal
Financial and Accounting Officer)
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EXHIBIT
INDEX
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Exhibit
No.
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Description
of Document
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31.1
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Certification
of Chief Executive Officer pursuant to Securities Exchange Act Rule
13a-15(e)/15d-15(e) as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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31.2
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Certification
of Chief Financial Officer pursuant to Securities Exchange Act Rule
13a-15(e)/15d-15(e) as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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