8-K 1 d686877d8k.htm 8-K 8-K





Washington, D.C. 20549









Date of report (Date of earliest event reported): January 6, 2019



ZIOPHARM Oncology, Inc.

(Exact Name of Registrant as Specified in Charter)




Delaware   001-33038   84-1475642

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)


One First Avenue, Parris Building 34, Navy Yard Plaza

Boston, Massachusetts

(Address of Principal Executive Offices)   (Zip Code)

(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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 6, 2019, the Board of Directors (the “Board”) of Ziopharm Oncology, Inc. (the “Company”) awarded a bonus under the Company’s annual performance bonus plan to Laurence Cooper, M.D., Ph.D., the Company’s Chief Executive Officer, for the year ended December 31, 2018. In lieu of cash, Dr. Cooper and the Company agreed that Dr. Cooper would receive shares of the Company’s common stock with an aggregate fair market value on the date of grant equal to the amount of the bonus award. In accordance with this decision, the Board awarded Dr. Cooper 446,428 shares of the Company’s common stock.

In addition, the Board approved an increase of Dr. Cooper’s annual base salary to $573,000, granted Dr. Cooper 337,266 shares of restricted common stock that vest in equal annual installments over three years, and granted Dr. Cooper an option to purchase 531,813 shares of common stock with an exercise price of $2.24 per share that vests in equal quarterly installments over three years.

Item 7.01 Regulation FD Disclosure.

On January 10, 2019, the Company conducted an investor presentation at the 37th Annual J.P. Morgan Healthcare Conference in San Francisco, California.

A copy of the investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.



99.1    Presentation of Ziopharm Oncology, Inc. dated January 10, 2019.


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.


    By:   /s/ Robert Hadfield
Date: January 10, 2019       Name: Robert Hadfield
      Title: General Counsel and Secretary