Delaware
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84-1475642
|
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(State
or other jurisdiction of
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1180
Avenue of the Americas, 19th
Floor
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(I.R.S.
Employer
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Incorporation
or organization)
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New
York, New York 10036
Telephone
(212) 214-0700
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Identification
No.)
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Title
of
Securities
to be Registered
|
Proposed
Maximum
Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per
Share (2)
|
Proposed
Maximum
Aggregate
Offering
Price (2)
|
Amount
of
Registration
Fee
|
||||||||||||
Common
Stock, par value $.001 per share
|
2,000,000 | $ | 1.465 | $ | 2,930,000.00 | $ | 163.49 |
(1)
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Pursuant
to Rule 416(a), this Registration Statement also covers additional
securities that may be offered as a result of stock splits, stock
dividends, or similar transactions relating to the shares covered by this
registration statement. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this registration statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan(s) described
herein.
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(2)
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Estimated
solely for the purpose of determining the registration fee pursuant to
Rule 457(c) and (h) and based upon the average low and high sales prices
of the Registrant’s Common Stock on July 7, 2009, as reported
by the Nasdaq Capital Market.
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(3)
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The
registrant’s 2003 Stock Option Plan (the “2003 Plan”) authorizes the
issuance of a maximum of 6,002,436 shares of the Registrant’s common
stock, of which 4,002,436 shares were previously registered on Forms S-8,
File Nos. 333-129884, 333-134280 and 333-142701, filed on November 22,
2005, May 19, 2006 and May 5, 2007, respectively. The contents
of such prior registration statements are incorporated by reference
herein. This registration statement registers an additional
2,000,000 shares under the 2003
Plan.
|
|
(a)
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2008 filed on
March 23, 2009;
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(b)
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Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2009 filed on
May 15, 2009;
|
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(c)
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Current
Reports on Form 8-K filed on June 1, 2009 and June 4, 2009;
and
|
|
(c)
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Registration
Statement on Form SB-2 filed November 14, 2005, as amended by
Post-effective Amendment No. 1 to Form SB-2 filed April 3, 2006 and
Post-effective Amendment No. 2 on Form S-3 to Form SB-2, containing the
description of capital stock as set forth in the section entitled
“Description of Capital Stock,” as such description is amended in the
section entitled “Description of Capital Stock” in Prospectus Supplement
No. 1 filed April 26, 2006 pursuant to Rule 424(b) promulgated under the
Securities Act of 1933, as amended.
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Exhibit
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Description
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4.1
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ZIOPHARM
Oncology, Inc. 2003 Stock Option Plan (incorporated by reference to
Exhibit 10.1 to the Registrant’s Registration Statement on Form SB-2, SEC
File No. 333-129020, filed on October 14, 2005)
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4.2
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Amendment
No. 1 to ZIOPHARM Oncology, Inc. 2003 Stock Option Plan (incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
filed on April 26, 2006)
|
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4.3
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Amendment
No. 2 to ZIOPHARM Oncology, Inc. 2003 Stock Option Plan (incorporated by
reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form
10-QSB filed on May 2, 2007)
|
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4.4
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Amendment
No. 3 to ZIOPHARM Oncology, Inc. 2003 Stock Option Plan (filed
herewith)
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5.1
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Opinion
of Maslon Edelman Borman & Brand, LLP as to the legality of the
securities being registered (filed
herewith)
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23.1
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Consent
of Independent Registered Public Accounting Firm – Caturano and Company,
P.C. (filed
herewith)
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23.3
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Consent
of Maslon Edelman Borman & Brand, LLP (included in Exhibit
5.1)
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24.1
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Power
of Attorney (included on signature page
hereof)
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The
Registrant hereby undertakes:
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ZIOPHARM
Oncology, Inc.
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By:
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/s/ Richard E. Bagley
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Richard E. Bagley
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President, Chief Operating Officer and
Treasurer
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Name
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Title
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Date
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||
/s/ Jonathan Lewis
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Director
and Chief Executive Officer (Principal
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July
9, 2009
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||
Jonathan
Lewis
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Executive
Officer)
|
|||
/s/ Richard E. Bagley
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Director,
President, Chief Operating Officer
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July
9, 2009
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||
Richard
Bagley
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and
Treasurer (Principal Accounting and
Financial
Officer)
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|||
/s/ Murray Brennan
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Director
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July
9, 2009
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||
Murray
Brennan
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||||
/s/ James Cannon
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Director
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July
9, 2009
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||
James
Cannon
|
||||
/s/ Timothy McInerney
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Director
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July
9, 2009
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||
Timothy
McInerney
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||||
/s/ Wyche Fowler, Jr.
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Director
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July
9, 2009
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||
Wyche
Fowler, Jr.
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||||
/s/ Gary S. Fragin
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Director
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July
9, 2009
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||
Gary
S. Fragin
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||||
/s/ Michael Weiser
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Director
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July
9, 2009
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||
Michael
Weiser
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Exhibit
|
Description
|
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4.4
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Amendment
No. 3 to ZIOPHARM Oncology, Inc. 2003 Stock Option Plan
|
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5.1
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Opinion
of Maslon Edelman Borman & Brand, LLP as to the legality of the
securities being registered
|
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23.1
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Consent
of Independent Registered Public Accounting Firm – Caturano and Company,
P.C.
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