Item 3.02. Unregistered Sales of Equity Securities.
On October 31, 2008, Zila, Inc. (the "Company") issued an aggregate of
435,083 shares of its common stock to the holders of the Company's Third Amended
and Restated Senior Secured Convertible Notes dated as of November 28, 2006 (the
"Amended Notes"). The Company issued such shares to satisfy its obligation under
the Amended Notes to pay the holders an aggregate of $245,333.35 in interest for
the three-month period that ended on October 31, 2008. The issuance was exempt
from registration pursuant to Section 4(2) of the Securities Act of 1933.