Attached files
| file | filename |
|---|---|
| EX-5.1 - ZIOPHARM ONCOLOGY INC | v210073_ex5-1.htm |
| EX-1.1 - ZIOPHARM ONCOLOGY INC | v210073_ex1-1.htm |
| EX-99.1 - ZIOPHARM ONCOLOGY INC | v210073_ex99-1.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): February 3, 2011
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33038
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84-1475672
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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.)
|
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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
(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).
|
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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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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
February 3, 2011, ZIOPHARM Oncology, Inc. (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc.
(the “Underwriter”) relating to the issuance and sale of 9,600,000 shares of the
Company’s common stock, par value $0.001 per share. The price to the public in
this offering is $5.75 per share, and the Underwriter has agreed to purchase the
shares from the Company pursuant to the Underwriting Agreement at a purchase
price of $5.425 per share. Under the terms of the Underwriting Agreement, the
Company has also granted the Underwriter an option, exercisable for 30 days, to
purchase up to an additional 1,440,000 shares of common stock at a purchase
price of $5.425 per share. The net proceeds to the Company from this
offering are expected to be approximately $51.6 million, after deducting
underwriting discounts and commissions and estimated offering expenses payable
by the Company, assuming no exercise by the Underwriter of its option to
purchase additional shares of common stock. The transactions contemplated by the
Underwriting Agreement are expected to close on or about February 8, 2011,
subject to the satisfaction of customary closing conditions.
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, and a prospectus supplement 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
investor. 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 February 3, 2011, the Company issued
a press release announcing that it had priced the offering. The press
release is attached as Exhibit 99.1.
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(d)
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Exhibit No.
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Description
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1.1
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Underwriting
Agreement dated February 3, 2011 between ZIOPHARM Oncology, Inc. and
Barclays Capital Inc.
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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 February 3,
2011
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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.
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ZIOPHARM
Oncology, Inc.
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|||
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Date:
February 4, 2011
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By:
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/s/ Richard Bagley | |
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Name:
Richard Bagley
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Title:
President, Chief Operating Officer and Chief Financial
Officer
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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 February 3, 2011 between ZIOPHARM Oncology, Inc. and
Barclays Capital Inc.
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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 February 3, 2011
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