ZIOPHARM Oncology, Inc. (NASDAQ:ZIOP) Files An 8-K Other Events

Item8.01

On May11, 2017, ZIOPHARM Oncology, Inc. (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
Guggenheim Securities, LLC, as sole underwriter, relating to the
issuance and sale of 9,708,738 shares of the Companys common
stock (the Offering) at an offering price of $5.15 per share. The
gross proceeds to the Company from the Offering are expected to
be $50.0million before deducting the underwriting discounts and
commissions and offering expenses payable by the Company. The
offering is scheduled to close on or about May16, 2017, subject
to customary closing conditions.

The Offering is being made to the Companys effective shelf
registration statement on Form S-3ASR (Registration Statement
No.333-201826), previously filed with the Securities and Exchange
Commission (SEC). The Offering is being made only by means of a
prospectus supplement and an accompanying prospectus.

The Underwriting Agreement contains customary representations,
warranties, covenants and agreements by the Company,
indemnification obligations of the Company and the underwriters,
including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination
provisions. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for
purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to the Underwriting Agreement, and
may be subject to limitations agreed upon by the contracting
parties.

The Underwriting Agreement is filed as Exhibit 1.1 hereto and is
incorporated herein by reference. The foregoing description of
the terms of the Underwriting Agreement 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.

On May12, 2017, the Company issued a press release announcing the
pricing of the Offering. A copy of this press release is attached
as Exhibit 99.1 hereto.

About ZIOPHARM Oncology, Inc. (NASDAQ:ZIOP)

ZIOPHARM Oncology, Inc. is a biopharmaceutical company. The Company is seeking to acquire, develop and commercialize, on its own or with partners, a portfolio of cancer therapies through synthetic immuno-oncology. Its clinical-stage product candidate, Ad-RTS-IL-12, is used with the oral activator veledimex. The Company’s Ad-RTS-IL-12 + veledimex has been evaluated in two Phase II studies, the first for the treatment of metastatic melanoma, and the second for the treatment of unresectable recurrent or metastatic breast cancer. It has initiated the Phase I study for malignant glioma. The Company has completed the Phase II monotherapy studies in melanoma and breast cancer using Ad-RTS-IL-12 + veledimex. It has initiated a Phase Ib/II study of Ad-RTS-hIL-12 + veledimex following chemotherapy for the treatment of patients with locally metastatic breast cancer. Its initial drug candidate being developed using the synthetic immuno-oncology platform is Ad-RTS-IL-12 + veledimex.

ZIOPHARM Oncology, Inc. (NASDAQ:ZIOP) Recent Trading Information

ZIOPHARM Oncology, Inc. (NASDAQ:ZIOP) closed its last trading session 00.00 at 7.12 with 1,768,338 shares trading hands.