Ziopharm Details Actions in Response to Shareholder Feedback
Has Held Several Discussions with
Board Accepts Resignation of Director
Reiterates Concerns About Professional Past of WaterMill Nominee
In a statement, the Company said:
“Our management team and the Board have been engaging in good faith discussions with
“Over the last several weeks the Board has taken further actions in response to shareholder feedback, including most recently accepting the resignation of Director
Ziopharm continues to urge shareholders to sign and return the Company’s GREEN Consent Revocation Card and disregard any white consent cards received from
The full text of the letter sent to shareholders is as follows:
December 4, 2020
Dear Ziopharm Shareholder,
In the last several weeks,
ZIOPHARM HAS PROACTIVELY REACHED OUT TO
Over the past several weeks, Ziopharm has taken the initiative to reach out to
ZIOPHARM’S ATTEMPTS TO REACH A RESOLUTION ARE CONSISTENT WITH ITS STRONG HISTORY OF WORKING WITH SHAREHOLDERS TO INFORM KEY DECISIONS
The Board spends a significant amount of time engaging with our shareholder base and soliciting and acting on their feedback. We ask our shareholders to consider the following:
- Over the course of the past year, members of the Board and management have called or met with shareholders numerous times to gain a better understanding of their thoughts about our executive compensation program and governance practices. As a result of those meetings, we have made several changes to both our executive compensation program and governance practices.
WaterMilland other current shareholders were involved in and supportive of Ziopharm’s separation from Precigen in 2018. Since that time, we have met with and consulted these same shareholders numerous times. In fact, many of them participated in past financings.
- Ziopharm added
James Huang– a director candidate whom WaterMilland other significant shareholders supported – to the Board only a few months ago.
July 2020, following the 2020 Annual Meeting, a process has been underway to refresh the Board by adding directors with complementary skill sets optimal for a clinical-stage company in our space. This process includes the Board’s hiring of two leading search firms and has already resulted in the appointment of three new highly qualified Board members – James Huang, J. Kevin Buchiand Mary Thistle– and the replacement of former directors Douglas Pagán and Dr. Scott Braunstein. The Board and management remain open and committed to working with all shareholders, including WaterMill, as we continue the Board refreshment process. Our intention is to continue our refreshment by working with shareholders to identify a candidate that is a qualified fit for the Board.
- The Company recently hired a senior executive,
Adam Levy, to lead its Investor Relations function.
- The Board has accepted the resignation of
Elan Ezickson, who has served as a valuable member of our Boardfor more than two years. Ziopharm sincerely thanks Mr. Ezicksonfor his service and the knowledge he has provided and wishes him well.
ZIOPHARM IS DEEPLY CONCERNED ABOUT THE PROFESSIONAL PAST OF WATERMILL NOMINEE
As part of the Board’s due diligence process, in light of the fact that
- Based on these filings, in
July 2017, a majority of shareholders executed written consents to remove Mr. Weisas President, COO, and CFO of DemeRx, Inc.(“DemeRx”). Four days later, Mr. Weisresigned from the company.
- Less than a year after Mr. Weis’s departure, DemeRx filed for Chapter 11 bankruptcy. Importantly, in response to
Mr. Weis'screditor claim as part of the Chapter 11 bankruptcy, DemeRx claimed that Mr. Weishad engaged in concerning conduct, including a breach of his fiduciary duties, corporate waste, misrepresentations of critical information to prospective shareholders about a clinical trial and misreporting of an FDA submission. The DemeRx filing asserted the following:
“Weis made inaccurate and misleading presentations to the Board indicating that he had achieved certain performance benchmarks, when in fact he had not, resulting in the payment of cash bonuses and other excessive remuneration.”
“Weis engaged in corporate waste by awarding himself stock, a golden parachute, cash payments, and other excessive compensation based on milestones never achieved. Weis wrote his own performance evaluation. Weis painted a ‘rosy picture,’ overstated accomplishments and achievements and progress of a financing plan. Weis made unauthorized payments to himself on his last day of work, withdrawing all remaining funds from the [DemeRx’s] bank account. Weis also made certain to pay his future life insurance on his way out the door.”
“The FDA put [DemeRx’s] research project on a ‘full clinical hold’ in 2014. A potential investor,
“During that time Weis was in charge of [DemeRx], it is estimated that Weis caused corporate waste, damages, and harm to [DemeRx] in the amount of approximately
“Weis also ran up costs to DemeRx of over
The above allegations are very specific and the exact reason why, prior to formally appointing directors to the Board, Ziopharm routinely conducts interviews and a background check on director candidates to ensure they meet the high ethical and knowledge-based standards that we have for our directors.
In short, we seriously call into question Mr. Weis’s fitness to serve on any board given these troubling findings.
ZIOPHARM’S DIRECTORS POSSESS THE EXPERIENCE AND EXPERTISE NEEDED TO GUIDE THE COMPANY INTO ITS NEXT STAGE OF GROWTH
Ziopharm firmly believes the directors
- Managing Partner at Kleiner Perkins Caufield &
Byers China, where he focuses exclusively on the firm’s life sciences practice.
- Brings lengthy track record of investing in and partnering with many of the world’s most successful biotechnology companies.
- Currently serves as Chairman of the Board at Windtree Therapeutics, Inc.,
JHL Biotech, Inc., Tactiva Therapeutics, LLC, and Chime Biologics Limitedand is a member of the board of directors of CASI Pharmaceuticals Inc. and XW Laboratories Inc.
- Previously served as a managing partner at
Vivo Ventures, a venture capital firm specializing in life sciences investments, and as President of Anesiva, a biopharmaceutical company focused on pain-management treatments, and has held senior-level roles in business development, sales, marketing and R&D at Tularik Inc., GlaxoSmithKline LLC, Bristol-Myers Squibb and ALZA Corp.
- Founding and managing partner of Panacea Venture, a global venture fund focusing on investments in innovative and transformative early and growth stage healthcare and life science companies.
- Brings over 30 years of pharmaceutical industry and clinical data experience to our Board, including his current role as President and CEO of Eagle Pharmaceuticals, a company he founded in 2007, where he has helped build its market cap to
$612 millionand has successfully marketed various products.
- Formerly CEO of
Par Pharmaceutical Companies, Inc.and held senior-level positions at Bristol-Myers Squibb.
- Previously served on the board of directors of Synthetic Biologics, Inc. and
Clinical Data, Inc.
- Brings deep life sciences industry experience, including 20 years with
Cephalon, Inc., where he served as CEO during the company’s acquisition by Teva Pharmaceuticals Industries Limitedin 2011 for $6.8 billion.
- Currently serves as a director of Dicerna Pharmaceuticals, Inc., where he was appointed Chairman in
January 2019, as well as Amneal Pharmaceuticals and Benitec Biopharma Ltd.
- Served as Impax Laboratories, LLC’s Interim President and CEO from
December 2016until March 2017and as a member of the Impax Board of Directors from November 2016until the completion of the combination of Impaxand Amneal Pharmaceuticals (a deal valued at $6.4 billion).
- Brings more than 25 years of experience in business development, strategy and operational leadership in the biotechnology sector.
- Currently serves as Special Advisor at the
Bill & Melinda Gates Medical Research Institute(previously held the role of Chief of Staff).
- Served as Chief Operating Officer of Dimension Therapeutics, Inc., where she directed multiple financing rounds (including the company’s IPO), expanded the pipeline through strategic business development transactions, and led the sale of the company for a significant premium.
- Formerly Senior Vice President, Business Development at
Cubist Pharmaceuticals, Inc.and also held leadership positions at ViaCell, Inc.and PerkinElmer Inc.
PROTECT ZIOPHARM – SIGN AND RETURN THE GREEN CONSENT REVOCATION CARD TODAY
We once again urge and remind you to support Ziopharm’s Board by signing, dating and returning the enclosed GREEN Consent Revocation Card TODAY. If you receive a white consent card from
If you have any questions or need assistance executing your revocation, please contact:
Banks and Brokers Call Collect: (212) 300-2470
Shareholders Call Toll Free: (800) 662-5200
Chief Executive Officer and Director
Chairman of the Board
Ziopharm is developing non-viral and cytokine-driven cell and gene therapies that weaponize the body’s immune system to treat the millions of people globally diagnosed with a solid tumor each year. With its multiplatform approach, Ziopharm is at the forefront of immuno-oncology with a goal to treat any type of solid tumor. Ziopharm’s pipeline is built for commercially scalable, cost effective T-cell receptor T-cell therapies based on its non-viral Sleeping Beauty gene transfer platform, a precisely controlled IL-12 gene therapy, and rapidly manufactured Sleeping Beauty-enabled CD19-specific CAR-T program. The Company has clinical and strategic partnerships with the
This letter contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements regarding the business strategy, plans and objectives of Ziopharm management and expectations as to and beliefs about the consent solicitation initiated by
Important Additional Information and Where to Find It
Ziopharm has filed a definitive consent revocation statement (the “Consent Revocation Statement”) together with a GREEN consent revocation card with the
Investor Relations Contacts:
EVP, Investor Relations and Corporate Communications
VP, Investor Relations and Corporate Communications
Media Relations Contacts:
1 Objection to Claim filed by
2 Debtors’ Omnibus Objection to Claims filed by
Source: ZIOPHARM Oncology Inc