Issuer
Free Writing Prospectus dated May 27, 2010
Filed
Pursuant to Rule 433
Registration
No. 333-166444
(Relating
to Preliminary Prospectus Supplement dated May 26, 2010)
We have
filed a registration statement (including a prospectus) and a preliminary
prospectus supplement with the Securities and Exchange Commission, or SEC, for
the offering to which this communication relates. Before you invest, you should
read the prospectus in that registration statement, the preliminary prospectus
supplement and other documents we have filed with the SEC for more complete
information about us and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, we or the
underwriters for this offering will arrange to send you the prospectus if you
request it from Jefferies & Company, Inc., Attention: Syndicate
Prospectus Department, 520 Madison Avenue, New York, NY, 10022 or toll free at
(888) 449-2342. You may also access the preliminary prospectus supplement
by clicking on the following link:
http://www.sec.gov/Archives/edgar/data/1107421/000114420410030506/v186611_424b5.htm
The
following information supplements and updates the information contained in the
prospectus in the registration statement and the preliminary prospectus
supplement.
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Issuer
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ZIOPHARM
Oncology, Inc. (NASDAQ: ZIOP)
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Common
stock offered by us
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7,000,000
shares of common stock. In addition, we have granted the underwriters an
option for a period of 30 days to purchase up to an additional 1,050,000
shares of common stock to cover over allotments. Except as otherwise
indicated, all information in this issuer free writing prospectus assumes
no exercise by the underwriters of their over allotment
option.
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Upon
completion of this offering, we will have 48,836,655 shares of common
stock outstanding based on the actual number of shares of common stock
outstanding as of May 25, 2010, which was 41,836,655, and
excludes:
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·
3,527,685 shares of our common stock issuable upon the exercise of
stock options outstanding as of May 25, 2010, having a weighted average
exercise price of $2.94 per share;
·
3,145,484 shares of our common stock available as of May 25, 2010
for future issuance pursuant to our 2003 Stock Option Plan, and 3,000,000
additional shares of our common stock that will be reserved for issuance
pursuant to our 2003 Stock Option Plan if a proposed amendment to our 2003
Stock Option Plan is approved by our stockholders at our annual
stockholders’ meeting schedule for June 23, 2010; and
·
15,931,642 shares of our common stock issuable upon the exercise of
outstanding warrants as of May 25, 2010 with a weighted-average exercise
price of $4.11 per share.
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Public
offering price
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$5.00
per share.
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Net
proceeds to us
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We
estimate that the net proceeds from the sale of the 7,000,000 shares of
common stock that we are offering will be approximately $32.8 million, or
approximately $ 37.7 million if the underwriters exercise in full their
option to purchase 1,050,000 additional shares of common stock, after
deducting underwriting discounts and commissions and estimated offering
expenses payable by us.
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Pricing
date
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May
27, 2010
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Closing
date
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June
2, 2010
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Dilution
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Our
net tangible book value as of March 31, 2010 was approximately $11.4
million, or $0.27 per share. After giving effect to the sale of 7,000,000
shares of our common stock in this offering at the public offering price
of $5.00 per share, and after deducting underwriting discounts and
commissions and estimated offering expenses payable by us, our as adjusted
net tangible book value as of March 31, 2010 would have been approximately
$44.2 million, or $0.91 per share. This represents an immediate increase
in net tangible book value of $0.64 per share to existing stockholders and
immediate dilution in net tangible book value of $4.09 per share to
investors purchasing our common stock in this offering at the public
offering price.
If
the underwriters exercise in full their option to purchase 1,050,000
additional shares of common stock at the public offering price of $5.00
per share, the as adjusted net tangible book value after this offering
would be $0.99 per share, representing an increase in net tangible book
value of $0.72 per share to existing stockholders and immediate dilution
in net tangible book value of $4.01 per share to investors purchasing our
common stock in this offering at the public offering price.
The
above discussion is based on 41,710,778 shares outstanding as of
March 31, 2010, and excludes:
·
3,569,352 shares of our common stock issuable upon the exercise of
outstanding stock options as of March 31, 2010, including those issued
under our 2003 Stock Option Plan, having a weighted average exercise price
of $2.90 per share;
·
196,734 shares of our common stock reserved for future issuance as
of March 31, 2010 under our 2003 Stock Option Plan, and 3,000,000
additional shares of our common stock that will be reserved for issuance
under our 2003 Stock Option Plan if a proposed amendment to our 2003 Stock
Option Plan is approved by our stockholders at our annual stockholders’
meeting schedule for June 23, 2010; and
·
16,011,588 shares of our common stock issuable upon the exercise of
outstanding warrants as of March 31, 2010 with a weighted-average exercise
price of $4.11 per share.
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Sole
book-running manager
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Jefferies &
Company
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Co-manager
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JMP
Securities
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