Summary of ZIOPHARM ONCOLOGY INC

Item 3.02 Unregistered Sales of Equity Securities.

On October 25, 2012, ZIOPHARM Oncology, Inc., or the Company, announced the dosing of the first patient in its Phase 2 study of Ad-RTS IL-12. As a result of this dosing and in accordance with the terms of the Stock Purchase Agreement, dated January 6, 2011, between the Company and Intrexon Corporation, on November 7, 2012 the Company issued 3,636,926 shares of the Company's common stock to Intrexon Corporation at a purchase price per share of $0.001, the par value of a share of the Company's common stock, for an aggregate purchase price of $3,636.93, which price was deemed paid in partial consideration for the execution and delivery by Intrexon Corporation of the Exclusive Channel Partner Agreement, dated January 6, 2011.

The shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Regulation D promulgated thereunder, based on the Company's belief that the offer and sale of the shares did not involve a public offering, as Intrexon Corporation is an "accredited investor" and no general solicitation was involved in the offering. Pursuant to the terms of a Registration Rights Agreement entered into at the time of the Stock Purchase Agreement, the Company is required to use its reasonable best efforts to cause a "resale" registration statement to be declared effective as promptly as practicable after filing and to maintain the effectiveness of the registration statement until all of the shares are sold or are otherwise can be sold pursuant to Rule 144, without any restrictions.

Item 8.01 Other Events.

On October 25, 2012, the Company issued a press release announcing the clinical activity seen in its Phase 1 study of Ad-RTS IL-12, a novel DNA-based therapeutic candidate, in advanced melanoma, and the dosing of the first patient in the Phase 2 study of Ad-RTS IL-12.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.