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ZIOP > SEC Filings for ZIOP > Form 8-K on 29-Oct-2013All Recent SEC Filings

Show all filings for ZIOPHARM ONCOLOGY INC



Entry into a Material Definitive Agreement, Financial Statements and Exhibi

Item 1.01 Entry into a Material Definitive Agreement.

On October 23, 2013, ZIOPHARM Oncology, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, as representative of the several underwriters listed in Schedule I thereto (the "Underwriters"), relating to an underwritten public offering of 14,300,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share. All of the Shares were sold by the Company. The price to the public was $3.50 per share, and the Underwriters agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a purchase price of $3.29 per share. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 2,145,000 shares of common stock at a purchase price of $3.29 per share, and the Underwriters elected to exercise such option in full. The net proceeds to the Company, including proceeds from the purchase of the additional shares of common stock, are expected to be approximately $53.8 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

The offering was made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-177793), which was filed with the Securities and Exchange Commission on November 7, 2011 and declared effective by the Securities and Exchange Commission on November 16, 2011. A prospectus supplement relating to the offering has been filed with the Securities and Exchange Commission. The closing of the offering took place on October 29, 2013.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the Shares in the offering is attached as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.       Description

 1.1              Underwriting Agreement, dated October 23, 2013 between ZIOPHARM
                  Oncology, Inc. and J.P. Morgan Securities LLC, as representative
                  of the several underwriters

 5.1              Opinion of Cooley LLP

23.1              Consent of Cooley LLP (included as part of Exhibit 5.1)

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