Onconova Therapeutics,Inc. (NASDAQ:ONTX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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Onconova Therapeutics,Inc. (NASDAQ:ONTX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)

On June21, 2018, Onconova Therapeutics,Inc. (the “Company”) announced the promotion of Steven M. Fruchtman, M.D. as the President of the Company, effective as of June19, 2018. Dr.Fruchtman will continue to maintain the responsibilities of Chief Medical Officer and/or Vice President, Research and Development until a replacement is hired to assume the duties and responsibilities associated with these roles, as applicable.

Dr.Fruchtman has served as our Chief Medical Officer and Senior Vice President, Research and Development since January2015. Dr.Fruchtman is a board certified hematologist with extensive industry experience in clinical research for myelodysplastic syndromes, hematologic malignancies and solid tumors. From June2014 to January2015, Dr.Fruchtman was a hematology oncology drug development consultant. From September2013 to June2014, Dr.Fruchtman served as Chief Medical Officer at Syndax Pharmaceuticals,Inc., a biopharmaceutical company. From July2011 to July2013, Dr.Fruchtman was the Chief Medical Officer and Senior Vice President of Research and Regulatory Affairs at Spectrum Pharmaceuticals.

In connection with Dr.Fruchtman’s appointment as the President of the Company, on June19, 2018, the Company entered into an amended and restated employment agreement with Dr.Fruchtman (the “Amended and Restated Employment Agreement”) which supersedes his previous employment agreement entered into on July1, 2015 (the “Prior Agreement”).

The Amended and Restated Employment Agreement reflects Dr.Fruchtman’s new role as President of the Company and otherwise includes the same material terms as the Prior Agreement, except that the Amended and Restated Employment Agreement reflects certain changes described below.

Under the Amended and Restated Employment Agreement, Dr.Fruchtman is entitled to receive (i)an initial base salary of $510,000; (ii)a stock option award for 300,000 shares of the Company’s common stock (subject to proportional adjustment in the event a reverse stock split is effectuated before the stock option is granted), subject to approval of the Company’s 2018 Omnibus Incentive Compensation Plan at the Company’s upcoming 2018 annual meeting of stockholders, and an annual option award based on certain individual and Company-based performance goals, with the determination of performance and the actual number of shares underlying such option award subject to the discretion of the Compensation Committee; and (iii)an annual target bonus of 50% of his base salary based on certain individual and Company-based performance goals, with the determination of performance and the actual amount of the bonus subject to the discretion of the Compensation Committee. In addition, Dr.Fruchtman is entitled to a signing bonus of $200,000, which Dr.Fruchtman must repay if his employment is terminated before June19, 2019 (1)by the Company for “cause” (as such term is defined in the Amended and Restated Employment Agreement) or (2)by Dr.Fruchtman for any reason except for “good reason” (as such term is defined in the Amended and Restated Employment Agreement) or in the event that the Company appoints a new Chief Executive Officer (other than Dr.Fruchtman) and Dr.Fruchtman resigns within three months following such appointment, upon not less than 30 days’ notice. Under the Amended and Restated Employment Agreement, Dr.Fruchtman is subject to any compensation claw back, recoupment and anti-hedging policies that may apply to him as an executive of the Company.

The Amended and Restated Employment Agreement contains non-solicitation, non-competition, confidentiality and invention assignment provisions that, among other things, prevent Dr.Fruchtman from competing with the Company during the term of his employment with the Company and for 12 months

thereafter and hiring or otherwise retaining any Company employees for a period of 12 months following termination of his employment with the Company.

If Dr.Fruchtman’s employment is terminated for any reason during the term of the Amended and Restated Employment Agreement, the Company will pay to Dr.Fruchtman (or his spouse or estate upon death) the balance of his accrued and unpaid salary, unreimbursed expenses, and unused accrued vacation time through the termination date.

If Dr.Fruchtman voluntarily resigns from employment within three months following the Company’s appointment of a new Chief Executive Officer (other than Dr.Fruchtman) and upon not less than 30 days’ notice, Dr.Fruchtman will be entitled to receive seven months of his current base salary, and any outstanding unvested options to purchase shares of Company common stock will become fully vested as of the date of termination.

If Dr.Fruchtman’s employment is terminated by the Company without “cause” or by Dr.Fruchtman for “good reason,” other than during the 12-month period following a change in control of the Company, Dr.Fruchtman will be entitled to receive nine months of his current base salary and target bonus. If the termination is during the 12-month period following a change in control of the Company, Dr.Fruchtman will be entitled to receive 12 months of his current base salary and target bonus. The Company will also reimburse Dr.Fruchtman for the employer’s portion of his medical insurance costs under COBRA for nine months if Dr.Fruchtman’s termination occurs other than during the 12-month period following a change in control of the Company or for 12 months if Dr.Fruchtman’s termination occurs during the 12 month-period following a change in control of the Company. In addition, all of Dr.Fruchtman’s stock options that are unvested as of the date of such termination will fully vest as of the date of termination. Under the Amended and Restated Employment Agreement, Dr.Fruchtman must sign a release and waiver of claims in order to receive the forgoing severance benefits. To the extent any of the above severance payments are subject to Section409A of the Internal Revenue Code of 1986, as amended (“Section409A”) and Dr.Fruchtman is classified as a “specified employee”, as defined in Section409A, any such payments will not be paid during the six-month period immediately following such termination.

A copy of the press release related to Mr.Fruchtman’s appointment as President is filed as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.

Exhibit

99.1

Onconova Therapeutics,Inc. Press Release dated June21, 2018.


Onconova Therapeutics, Inc. Exhibit
EX-99.1 2 a18-15737_1ex99d1.htm EX-99.1 EXHIBIT 99.1   Onconova Therapeutics Announces Promotion for Steven M. Fruchtman,…
To view the full exhibit click here

About Onconova Therapeutics,Inc. (NASDAQ:ONTX)

Onconova Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company operates through the identification and development of oncology therapeutics segment. It is focused on discovering and developing small molecule drug candidates to treat cancer. The Company has created a targeted anti-cancer agents designed to work against specific cellular pathways that are important to cancer cells. It has over three clinical-stage product candidates and various preclinical programs that target kinases, cellular metabolism or cell division in preclinical development. The Company’s lead product candidate, rigosertib, is being tested in both intravenous (IV) and oral formulations as a single agent, and the oral formulation is also being tested in combination with azacitidine, in clinical trials for patients with myelodysplastic syndromes (MDS), and related cancers. Its other product candidates include Briciclib and Recilisib.