Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.


On December 17, 2020, Ziopharm Oncology, Inc. ("Ziopharm" or the "Company")
notified The Nasdaq Stock Market LLC ("Nasdaq") that (1) as a result of the
removal of two members of the Company's Audit Committee (the "Audit Committee")
from the Board of Directors of the Company (the "Board") effective as of
December 3, 2020 and December 15, 2020, respectively, the Audit Committee
consisted of only one member and no longer consisted of at least three members
as required by Nasdaq Rule 5605(c)(2)(A) and (2) as a result of the removal of a
member of the Company's Compensation Committee (the "Compensation Committee")
from the Board effective as of December 15, 2020, the Compensation Committee no
longer consisted of at least two independent members as required by Nasdaq Rule
5605(d)(2)(A). Under Nasdaq Rule 5810(c)(2), as a result of having two vacancies
on the Audit Committee, the Company believes it will be granted 45 days from the
date of notice of non-compliance by Nasdaq to submit a plan of compliance to
Nasdaq. After reviewing the Company's plan, Nasdaq may grant the Company an
extension of up to 180 calendar days from the date of notification to regain
compliance. The Company plans to rely on the cure period set forth in Nasdaq
Rule 5605(d)(4) with respect to the composition of the Compensation Committee.
The Company expects to take all necessary steps to regain compliance with the
Nasdaq Listing Rules by filling the Audit Committee vacancies and the
Compensation Committee vacancy on a timely basis with independent directors who
satisfy the applicable requirements of the Nasdaq Listing Rules.

The disclosure in Items 5.02 and Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





On December 15, 2020, following the consent solicitation (the "WaterMill Consent
Solicitation") by WaterMill Asset Management Corp., Robert W. Postma and certain
other individuals (collectively, "WaterMill"), WaterMill delivered consents for
stockholder action by written consent in lieu of a meeting of the Company's
stockholders under Section 228 of the General Corporation Law of the State

of
Delaware (the "DGCL").



Removal of Director



Effective as of December 15, 2020, stockholders of the Company holding a
majority of the Company's common stock, par value $0.001 per share (the "Common
Stock") outstanding and entitled to vote as of the record date of October 29,
2020 (the "Record Date"), acted by written consent pursuant to Section 228 of
the DGCL to remove Scott Tarriff from the Board. As a result, Mr. Tarriff was
removed from the Board with immediate effect.



Election of New Directors



Effective as of December 15, 2020, stockholders of the Company holding a
majority of the Company's Common Stock outstanding and entitled to vote thereon
acted by written consent pursuant to Section 228 of the DGCL to elect Jaime
Vieser and Holger Weis (together, the "Newly Elected Directors") to the Board as
directors to fill the two vacancies created by the removal of director Mr.
Tarriff and the previously reported resignation of Elan Z. Ezickson effective
December 3, 2020. The Newly Elected Directors were elected to serve as directors
of the Company until the Company's 2021 annual meeting of stockholders and until
their respective successors are duly elected and qualified.



The Board has not yet determined Board committee assignments for the Newly
Elected Directors. To the extent that any information called for by Item
5.02(c)(3) is not determined or is unavailable, the Company will provide such
information, if required, in an amendment to this Current Report on Form 8-K
within four business days after the information is determined or becomes
available.

The disclosure in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.





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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.





Effective as of December 15, 2020, stockholders of the Company holding a
majority of the Company's Common Stock outstanding and entitled to vote thereon
acted by written consent in lieu of a stockholder meeting pursuant to Section
228 of the DGCL to repeal any provision of the By-Laws of the Company (the
"By-Laws") that was not included in the By-Laws that were in effect and filed
with the U.S. Securities and Exchange Commission (the "SEC") on September 22,
2020. No provision of the By-Laws was adopted after September 22, 2020, so

this
action had no effect.

The disclosure in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.





On December 15, 2020, WaterMill delivered consents for stockholder action by
written consent in lieu of a stockholder meeting under Section 228 of the DGCL.
Pursuant to Section 228 of the DGCL, WaterMill's proposals became effective when
legally valid, unrevoked consents signed by the holders of a majority of the
outstanding shares of the Company's Common Stock entitled to vote, as of the
close of business on the Record Date were delivered to the Company within 60
days of the earliest dated written consent delivered to the Company. WaterMill's
proposals provided for (i) the repeal of any provision of the By-Laws in effect
at the time Proposal 1 becomes effective, including any amendments thereto,
which were not included in the By-Laws that were in effect and filed with the
SEC on September 22, 2020 ("Proposal 1"), (ii) the removal, without cause, of
four members of the Board: Scott Braunstein, J. Kevin Buchi, Elan Z. Ezickson
and Scott Tarriff, and in addition, any other person (other than those elected
by the WaterMill Consent Solicitation) elected or appointed to the Board to fill
any vacancy on the Board or any newly-created directorships on or after October
15, 2020 and prior to the time that any of the actions proposed to be taken by
the WaterMill Consent Solicitation become effective ("Proposal 2"), (iii) the
amendment of Article 3, Section 3.3 of the By-Laws to provide that any vacancies
on the Board resulting from any newly created directorship(s) or for any cause
shall be filled exclusively by the stockholders of the Company ("Proposal 3"),
(iv) the amendment of Article 3, Section 3.2 of the By-Laws to provide that the
stockholders of the Company have the exclusive ability to fix the size of the
Board and to fix the size of the Board at seven directors ("Proposal 4"), and
(v) the election of Robert Postma, Jaime Vieser and Holger Weis to serve as
directors of the Company until the Company's 2021 annual meeting of stockholders
and until their successors are duly elected and qualified (or, if any such
nominee is unable or unwilling to serve as a director of the Company, any other
person designated as a nominee by the remaining WaterMill nominee or nominees)
("Proposal 5" and Proposals 1 through 5, collectively, the "WaterMill
Proposals").



Based on the tabulation of the Company's proxy solicitor, Morrow Sodali LLC
("Morrow"), the final tally of unrevoked consents by the Company's stockholders
delivered to the Company with respect to the WaterMill Proposals is set forth
below.

Proposal 1 - Repeal Bylaws Adopted After September 22, 2020. This proposal was approved based on the following results.





                   Against
   Consent         Consent      Abstain
  137,639,010       743,037       97,109




 2







Proposal 2 - Removal of Directors. This proposal was approved with respect to
the removal of Messrs. Braunstein, Ezickson and Tarriff based on the following
results. As a result, Mr. Tarriff was removed from the Board.



                                                                                  Against
Director                                                         Consent          Consent          Abstain
Scott Braunstein*                                               106,978,626        3,986,075       27,514,453
J. Kevin Buchi                                                   99,287,332       37,184,011        2,007,811
Elan Z. Ezickson**                                              134,333,683        3,987,529          157,944
Scott Tarriff                                                   130,105,991        8,240,900          132,265
Any other person elected or appointed to the Board on or
after October 15, 2020                                           99,315,429       37,114,161        2,049,564

* Dr. Braunstein resigned from the Board effective November 15, 2020.

** Mr. Ezickson resigned from the Board effective December 3, 2020.

Proposal 3 - By-Law Amendment Regarding Vacancies. This proposal was not approved based on the following results.





                    Against
   Consent          Consent        Abstain
  104,390,366       34,007,240       81,548

Proposal 4 - By-Law Amendment Regarding Board Size. This proposal was not approved based on the following results.





                    Against
   Consent          Consent          Abstain
  104,031,891       32,482,738       1,964,525




Proposal 5 - Election of WaterMill's Nominees. This proposal was approved with
respect to the election of Messrs. Postma, Vieser and Weis based on the
following results.



                                    Against
Nominee            Consent          Consent        Abstain
Robert Postma     113,813,926       24,565,998       99,230
Jaime Vieser      133,272,520        5,144,206       62,430
Holger Weis       116,602,216       21,830,510       46,430




As of the effective date of the WaterMill Proposals, the Company had only two
vacancies on the Board. Pursuant to WaterMill's definitive consent solicitation
statement filed with the SEC on October 30, 2020, if there are less than three
vacancies on the Board, the WaterMill nominees receiving the highest number of
consents will fill the available vacancies. As a result, Messrs. Vieser and Weis
have been elected to the Board as directors.


Item 8.01 Other Events.

On December 16, 2020, the Company issued a press release (the "Press Release") relating to the preliminary tally of the consents delivered pursuant to the WaterMill Consent Solicitation. A copy of the Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.





On December 18, 2020, the Company transmitted a copy of a notice to stockholders
pursuant to Section 228(e) of the DGCL. A copy of the notice is attached hereto
as Exhibit 99.2.

The information set forth above in Item 5.07 Submission of Matters to a Vote of Security Holders is hereby incorporated by reference.





 3

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.                                 Description
99.1            Press release of Ziopharm Oncology, Inc., dated December 16, 2020.
99.2            Notice to Stockholders of Ziopharm Oncology, Inc., dated December 18,
              2020.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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