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): January 8, 2020

ZIOPHARM Oncology, Inc.

(Exact Name of Registrant as Specified in Charter)

(617) 259-1970

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 8, 2020, Ziopharm Oncology, Inc. (the “Company”) entered into an amendment to the patent license agreement (the “Amendment”) with the National Cancer Institute (the “NCI”). The Amendment amended the patent license agreement, dated May 28, 2019, between the Company and the NCI (the “License”) pursuant to which the Company holds an exclusive, worldwide license to certain intellectual property to develop and commercialize patient-derived (autologous), peripheral blood T-cell therapy products engineered by transposon-mediated gene transfer to express T-cell receptors (“TCRs”) reactive to mutated KRAS, TP53 and EGFR. The terms of the License were described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2019.

Pursuant to the Amendment, the Company expanded the TCR library licensed from the NCI to include additional TCRs reactive to mutated KRAS and TP53. The Company’s license to develop and commercialize products based on the additional TCRs are subject to the same limitations and obligations set out in the original License. The Company is required to pay the NCI a cash payment of $600,000 within sixty days of the execution date of the Amendment and is required to make the performance-based payments and benchmark payments included in the License for products that include the additional TCRs.

The foregoing description of the material terms of the Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the Amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2020 and is incorporated by reference herein. Portions of the Amendment may be subject to a confidential treatment request to the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

SIGNATURES

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.