Exhibit 10.1
Execution Version
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 11, 2018, by and among ZIOPHARM Oncology, Inc., a Delaware corporation (the “Company”), and each purchaser identified onExhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Section 1.5.
RECITALS
A. On the terms and subject to the conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
B. The Company has authorized, upon the terms and conditions stated in this Agreement, the sale and issuance of an aggregate of 18,939,394 immediately separable Units (each a “Unit” and collectively, the “Units”), with each Unit consisting of: (i) one share of Common Stock (the “Unit Shares”) and (ii) a Warrant (as hereinafter defined) to acquire one share of Common Stock (the “Warrant Shares”, together with the Unit Shares, the “Shares”).
C. At the Closing (as hereinafter defined), each Purchaser, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, the number of Units as hereafter specified onExhibit A annexed hereto.
D. The Company has engaged Raymond James & Associates, Inc. as its placement agent (the “Placement Agent”) for the offering of the Units on a “best efforts” basis.
AGREEMENT
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1Authorization of Sale of Shares. The Company shall issue and sell each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, such number of Units set forth opposite their respective names onExhibit A, at a price per Unit equal to $2.64 (the “Price Per Unit” and the total purchase price for the Units to be paid by each Purchaser, the “Unit Purchase Price”).
1.2Closing. Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, the Units. The closing of the purchase and sale of the Units to the Purchasers by the Company (the “Closing”) will occur, subject to the conditions set forth in
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