commission equal to 8.0% of the gross proceeds of the Offering, a management fee equal to 1.0% of the gross proceeds of the Offering and other expenses.

The Underwriting Agreement contains customary representations, warranties, and agreements by the Company, and customary conditions to closing, indemnification obligations of the Company and the underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions. to the Underwriting Agreement, the Company agreed, subject to certain exceptions, not to offer, issue or sell any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for a period of one hundred and twenty (120) days following the Offering without the prior written consent of the Underwriter.

Company Lock-Up Waiver Agreement

In connection with the Company’s underwritten public offering of securities closed on February12, 2018 (the “February2018 Offering”), the Company agreed to certain restrictions (the “Company Lock-Up”) set forth in Section5(j)of the Underwriting Agreement dated as of February8, 2018 (the “February2018 Underwriting Agreement”) between the Company and HCW, as the underwriter for the February2018 Offering. The Company Lock-Up, among other items, prohibited the Company, during a period of one hundred and thirty-five (135) days from February8, 2018, without the prior written consent of HCW, from offering or selling any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. In order to received HCW’s waiver of the Company Lock-Up, in connection with the Offering, on April16, 2018, the Company entered into a Lock-Up Waiver Agreement (the “Lock-Up Waiver Agreement”) with HCW and certain holders of the Company’s preferred stock warrants issued in the February2018 Offering (the “February2018 Preferred Stock Warrants”), to which (i)HCW waived the Company Lock-Up solely with respect to the Offering, and (ii)the Company agreed to reduce the exercise price of the February2018 Preferred Stock Warrants such that the exercise price of the February2018 Preferred Stock Warrants shall be equal to 105% of the public offering price of Common Stock sold in the Offering (but only to the extent that such public offering price is lower than the current exercise price of the February2018 Preferred Stock Warrants) and that such repricing shall be effective concurrently with the closing of the Offering. In accordance with the Lock-Up Waiver Agreements, the exercise price of the February2018 Preferred Stock Warrants will be repriced from $1.01 per 0.1 share of SeriesA Convertible Preferred Stock to $0.44625 per 0.1 share of SeriesA Convertible Preferred Stock when the Offering closes on May1, 2018.

The foregoing descriptions of the Underwriting Agreement, the Certificate of Designation, the Preferred Stock Warrants, the Pre-Funded Warrants and the Lock-Up Waiver Agreement are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, the Certificate of Designation, the forms of the Preferred Stock Warrant and Pre-Funded Warrant and the form of Lock-Up Waiver Agreement, copies of which are filed as Exhibits 1.1, 3.1, 4.1, 4.2 and 10.1, respectively, to this Current Report on Form8-K and are incorporated by reference herein.

Item 3.03. Material Modifications to Rights of Security Holders

The information about the Certificate of Designation of SeriesB Preferred Stock set forth under Item 5.03 of this Current Report on Form8-K is hereby incorporated by reference into this Item 3.03.

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

On April27, 2018, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of SeriesB Convertible Preferred Stock (the “Certificate of Designation”) with the Delaware Secretary of State. Each 0.025 share of SeriesB Preferred Stock will be convertible into one share of Common Stock. The Company does not currently have a sufficient number of authorized shares of Common Stock to cover the shares issuable upon the conversion of SeriesB Preferred Stock. As a result, before any shares of SeriesB Preferred Stock can be converted, the Company needs to receive stockholder approval of an amendment (the “Charter Amendment”) to its Tenth Amended and Restated Certificate of Incorporation, as amended, to sufficiently increase the Company’s authorized shares of Common Stock to cover the conversion of all outstanding shares of SeriesB Preferred Stock into Common Stock. The Company has agreed in the Underwriting Agreement to use reasonable efforts to obtain

such approval within forty-five (45) days from the date of the prospectus relating to the Offering, and the Company intends to seek such approval at a special meeting of stockholders or its 2018 annual meeting of stockholders. The SeriesB Preferred Stock is not convertible until the next business day after the Company files the Charter Amendment with the Secretary of State of the State of Delaware. The holder, however, will be prohibited from converting shares SeriesB Preferred Stock into shares of Common Stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the shares of the Company’s shares of common stock then issued and outstanding, which may be increased to 9.99% in certain circumstances. Shares of SeriesB Preferred Stock will generally have no voting rights, except as required by law and except that the consent of holders of a majority of the outstanding SeriesB Preferred Stock will be required to (i)alter or change adversely the powers, preferences or rights given to the SeriesB Preferred Stock or alter or amend the Certificate of Designation, (ii)amend any provision of the Company’s certificate of incorporation that would have a materially adverse effect on the rights of the holders of the SeriesB Preferred Stock, (iii)increase the number of authorized shares of SeriesB Preferred Stock, or (iv)enter into any agreement with respect to the foregoing. Shares of SeriesB Preferred Stock will not be entitled to receive any dividends, unless and until specifically declared by the Company’s board of directors, and will rank:

· on parity with the Company’s SeriesA Convertible Preferred Stock and any other class or series of the Company’s capital stock created thereafter specifically ranking by its terms on parity with the SeriesB Preferred Stock; and

· junior to any class or series of the Company’s capital stock created thereafter specifically ranking by its terms senior to the SeriesB Preferred Stock.

A copy of the Certificate of Designation relating to the SeriesB Preferred Stock is filed as Exhibit3.1 to this Current Report on Form8-K. The foregoing summary of the terms of the Certificate of Designation is subject to, and qualified in its entirety by, such document, which is incorporated herein by reference.

Item 8.01. Other Events

On April27, 2018, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit99.1 and is incorporated herein by reference.

Forward-Looking Statements

Some of the statements in Current Report on Form8-K are forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended, Section21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties, including the use of proceeds from the Offering. These statements relate to future events and include, without limitation, the Company’s expectation regarding the Offering, the Charter Amendment, the exercise of the Preferred Stock Warrants and the repricing of the February2018 Preferred Stock Warrants. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately” or other words that convey uncertainty of future events or outcomes. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including the Company’s need for additional financing and current plans and future needs to scale back operations if adequate financing is not obtained, the success and timing of the Company’s clinical trials and regulatory approval of protocols, market conditions and those discussed under the heading “Risk Factors” in the Company’s registration statement on FormS-1, as amended (File No.333-224315), most recent Annual Report on Form10-K and quarterly reports on Form10-Q.

Any forward-looking statements contained in this release speak only as of its date. The Company undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Onconova Therapeutics, Inc. Exhibit
EX-1.1 2 a18-12390_1ex1d1.htm EX-1.1 Exhibit 1.1   Execution Version   46,…
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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.