Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
November 23 2020 - 5:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN CONSENT STATEMENT
SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Consent Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Consent Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
ZIOPHARM ONCOLOGY, INC. |
(Name of Registrant as Specified in Its Charter)
|
|
ROBERT
W. POSTMA
WATERMILL
ASSET MANAGEMENT CORP.
JAIME
VIESER
HOLGER
WEIS
|
(Name of Persons(s) Filing Consent Statement, if Other Than the Registrant)
|
Payment of Filing Fee (Check the appropriate box):
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| ☐ | Fee paid previously with preliminary materials: |
☐ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing.
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
WaterMill Asset Management
Corp., together with the other participants named herein (collectively, “WaterMill”), has filed a definitive consent
statement and accompanying WHITE consent card with the Securities and Exchange Commission to be used to solicit consents from shareholders
of Ziopharm Oncology, Inc., a Delaware corporation (the “Company”), for a number of proposals, the ultimate effect
of which, if successful, would be to reconstitute the Board of Directors of the Company (the “Board”) through the removal
of four current members of the Board and the election of WaterMill’s three highly-qualified nominees.
Item 1: On November
21, 2020, Watermill delivered the following email to subscribers of www.FixZiopharm.com:
The need for change atop Ziopharm.
Fellow Shareholder,
This week we released
a detailed presentation outlining the case for urgent change at Ziopharm.
We firmly believe that
Ziopharm is on a path to financial ruin as its capital position shrinks, G&A and R&D costs rise, and value-generating pipeline
progress remains evasive.
We believe the WaterMill
Slate - Robert Postma, Jaime Vieser and Holger Weis - has the business acumen, capital allocation expertise, financing
relationships, and commercial creativity required to stave off disaster and spark an enduring turnaround at Ziopharm.
Our director candidates
are committed to restoring confidence and faith in Ziopharm after five dismal years.
As a reminder, you
can share your candid thoughts with us at www.FixZiopharm.com.
Help us build a better
Ziopharm for all shareholders by consenting to all five of our proposals on the WHITE consent card today.
Sincerely,
Robert Postma
Principal and Founder
WaterMill Asset Management Corp.
Item 2: On November
23, 2020, WaterMill issued an additional Investor Presentation, which is attached hereto as Exhibit 99.1 and incorporated herein
by reference, rebutting the Company’s November 19, 2020 presentation.
This regulatory filing also includes additional resources:
ex991dfan14a12766002_112320.pdf
ZIOPHARM Oncology (NASDAQ:ZIOP)
Historical Stock Chart
From Mar 2024 to Apr 2024
ZIOPHARM Oncology (NASDAQ:ZIOP)
Historical Stock Chart
From Apr 2023 to Apr 2024