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 3, 2006
ZIOPHARM
Oncology, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-32353
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84-1475642
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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.)
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1180
Avenue of the Americas, 19th
Floor
New
York, NY 10036
(Address
of principal executive offices) (Zip Code)
(646)
214-0700
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.02. Unregistered Sales of Securities.
Pursuant
to Subscription Agreements (the “Subscription Agreements”) between ZIOPHARM
Oncology, Inc., a Delaware corporation (the “Company”) and certain institutional
and other accredited investors identified therein, on May 3, 2006, the Company
completed the sale of an aggregate of 7,991,256 shares (the “Shares”) of the
Company’s common stock at a price of $4.63 per Share in a private placement (the
“Offering”). In addition to the Shares, the Company also issued to each investor
a five-year warrant (each a “Warrant”) to purchase, at an exercise price of
$5.56 per share, an additional number of shares of common stock equal to 30
percent of the Shares purchased by such investor in the Offering. In the
aggregate, these Warrants entitle investors to purchase an additional 2,397,392
shares of common stock. The total gross proceeds resulting from the Offering
was
approximately $37 million, before deducting selling commissions and expenses.
Following the completion of Offering, the Company has 15,264,248 shares of
common stock outstanding.
The
Company engaged Paramount BioCapital, Inc. and Griffin Securities, Inc.
(together, the “Placement Agents”) as co-placement agents in connection with the
Offering. In consideration for their services, the Company paid the Placement
Agents and certain selected dealer engaged by the Placement Agents aggregate
cash commissions of $2,589,966 and issued 7-year warrants to the Placement
Agents to purchase an aggregate of 799,126 shares (10 percent of the Shares
sold
in the Offering) at an exercise price of $5.09 per share (the “Placement Agent
Warrants”). The Company also agreed to reimburse the Placement Agents for their
accountable expenses incurred in connection with the Offering.
Pursuant
to the Offering, the Company agreed to use its best efforts to (i) file a
registration statement covering the resale of the Shares and the common stock
issuable upon exercise of the Warrants and Placement Agent Warrants within
30
days following the closing date of the Offering, and (ii) use its reasonable
commercial efforts to cause the registration statement to be effective within
120 days after such final closing date.
Neither
the Shares, Warrants or Placement Agent Warrants sold and issued in the Offering
(including the shares of common stock issuable upon exercise of the Warrants
or
Placement Agent Warrants), were registered under the Securities Act of 1933,
as
amended (the “Securities Act”), and therefore may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements. For these issuances, the Company relied on the exemption from
federal registration under Section 4(2) of the Securities Act and/or Rule 506
promulgated thereunder, based on the Company’s belief that the offer and sale of
the Shares, Warrants and Placement Agent Warrants did not involve a public
offering as each investor was “accredited” and no general solicitation was
involved in the Offering.
The
forms
of Warrant, Placement Agent Warrant and Subscription Agreement used in the
Offering are attached hereto as Exhibits 4.1, 4.2 and 10.1, respectively, and
are incorporated herein by reference. Additionally, the Company’s press release
dated May 3, 2006 announcing the private placement discussed above is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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4.1
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Form
of Common Stock Purchase Warrant issued to investors in connection
with
ZIOPHARM Oncology, Inc. 2006 private placement.
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4.2
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Form
of Common Stock Purchase Warrant issued to placement agents in
connection
with ZIOPHARM Oncology, Inc. 2006 private placement.
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10.1
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Form
of Subscription Agreement by and between ZIOPHARM Oncology, Inc.
and
investors in the ZIOPHARM Oncology, Inc. 2006 private
placement.
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99.1
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Press
Release dated May 3, 2006.
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SIGNATURE
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.
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ZIOPHARM
Oncology,
Inc.:
(REGISTRANT)
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| Date:
May 3, 2006 |
By: |
/s/
Richard E. Bagley |
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RICHARD
E. BAGLEY
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President
& Chief Operating Officer |
Exhibit
Index
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Exhibit
No.
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Description
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4.1
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Form
of Common Stock Purchase Warrant issued to investors in connection
with
ZIOPHARM Oncology, Inc. 2006 private placement.
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4.2
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Form
of Common Stock Purchase Warrant issued to placement agents in connection
with ZIOPHARM Oncology, Inc. 2006 private placement.
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10.1
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Form
of Subscription Agreement by and between ZIOPHARM Oncology, Inc.
and
investors in the ZIOPHARM Oncology, Inc. 2006 private
placement.
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99.1
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Press
Release date May 3, 2006
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