Onconova Therapeutics,Inc. (NASDAQ:ONTX) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement.

On December5, 2016, Onconova Therapeutics,Inc. (the
Company) entered
into an At Market Issuance Sales Agreement (the
Sales
Agreement) with FBR Capital Markets Co.
(FBR or the
Agent) to create
an at-the-market equity program under which the Company from time
to time may offer and sell shares of its common stock, par value
$0.01 per share, having an aggregate offering price of up to
$3,475,000 (the Shares) through
FBR.

Subject to the terms and conditions of the Sales Agreement, FBR
will use its commercially reasonable efforts to sell the Shares
from time to time, based upon the Companys instructions. The
Company has provided the Agent with customary indemnification
rights, and the Agent will be entitled to a commission at a fixed
commission rate in an amount equal to 3.0% of the aggregate gross
proceeds per Share sold.

Sales of the Shares, if any, under the Sales Agreement may be
made in transactions that are deemed to be at the market
offerings as defined in Rule415 under the Securities Act of 1933,
as amended (the Securities Act),
including sales made by means of ordinary brokers transactions,
including on The NASDAQ Global Market, at market prices or as
otherwise agreed with the Agent. The Company has no obligation to
sell any of the Shares and may at any time suspend offers under
the Sales Agreement or terminate the Sales Agreement.

This description of the Sales Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Sales Agreement which is attached hereto as Exhibit10.1 and
incorporated by reference herein.

The Shares to be sold under the Sales Agreement, if any, will be
issued and sold to the Companys shelf registration statement on
FormS-3 (File No 333-199219), previously filed with the
Securities and Exchange Commission (SEC) on October8,
2014 and declared effective by the SEC on November20, 2014. A
prospectus supplement related to the Companys at-the-market
equity program was filed with the SEC. This Current Report on
Form8-K shall not constitute an offer to sell or the solicitation
of an offer to buy the Shares nor shall there be any sale of the
Shares in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under
the securities laws of any such state.

The legal opinion and consent of Pepper Hamilton LLP relating to
the Shares is filed as Exhibit5.1 to this Current Report on
Form8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

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.

Onconova Therapeutics, Inc. (NASDAQ:ONTX) Recent Trading Information

Onconova Therapeutics, Inc. (NASDAQ:ONTX) closed its last trading session 00.00 at 2.62 with 80,818 shares trading hands.