| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 11, 2019, Ziopharm Oncology, Inc. (the “Company”) entered into a securities issuance agreement (the “Securities Agreement”) with an institutional and accredited investor (the “Investor”) who is a holder of warrants to purchase the Company’s common stock that were issued in November 2018 (the “Existing Warrants”), pursuant to which (i) the Investor agreed to exercise their remaining Existing Warrants for an aggregate of 2,787,879 shares of common stock, at an exercise price of $3.01 per share and (ii) the Company agreed to issue to the Investor new warrants to purchase 2,787,879 additional shares of the Company’s common stock, at an exercise price of $7.00 per share (the “New Warrants”), for gross proceeds to the Company of approximately $8.4 million (collectively referred to as the “Private Placement”). The Private Placement closed on September 13, 2019. The form of Securities Agreement, New Warrants and Registration Rights Agreement (as defined below) are substantially similar to the terms of the private placement transaction closed by the Company in August 2019 and described in the Current Report on Form8-K filed with the Securities and Exchange Commission (the “SEC”) on August 1, 2019.
The New Warrants issued to the Investor on the closing date of the Private Placement will become exercisable on the date that is six months following the date of issuance and will have a term of five years from the date of issuance. The New Warrants may be exercised by cashless exercise or by payment of cash, subject to adjustment therein. Subject to limited exceptions, a New Warrant holder will not have the right to exercise any portion of its New Warrants if the New Warrant holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that upon 61 days’ prior notice to the Company, the New Warrant holder may increase, decrease or terminate the Beneficial Ownership Limitation. The Securities Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.
The securities issued by the Company pursuant to the Securities Agreement and to be issued upon exercise of the New Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, promulgated thereunder and on similar exemptions under applicable state laws. The Company will file a Form D with the SEC in accordance with the requirements of Regulation D.
Registration Rights Agreement
In connection with the Private Placement, the Company also entered into a registration rights agreement, dated September 11, 2019 (the “Registration Rights Agreement”) with the Investor. Pursuant to the terms of the Registration Rights Agreement, the Company has agreed to prepare and file a registration statement (the “Registration Statement”) with the SEC within 60 business days after the closing of the Private Placement for the purposes of registering the resale of the common stock underlying the New Warrants. The Company has also agreed, among other things, to pay all fees and expenses (excluding any legal fees of the selling holder(s), and any underwriting discounts and selling commissions) incident to the Company’s obligations under the Registration Rights Agreement.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 3.02.
| Item 7.01 | Regulation FD Disclosure. |
Given its current development plans, the Company anticipates its cash resources will be sufficient to fund operations into the first half of 2021. The Company’s expectations regarding its cash resources constitutes a forward-looking statement as defined in the Private Securities Litigation Reform Act of 1995, as amended.
