Current Report Filing (8-k)
January 23 2020 - 8:39AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 16, 2020
Onconova
Therapeutics, Inc.
(Exact name of Registrant as specified in
its charter)
Delaware
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001-36020
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22-3627252
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(State or Other Jurisdiction
of Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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375 Pheasant Run
Newtown, PA 18940
(267) 759-3680
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s Principal Executive
Offices)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities
Act
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $.01 per share
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ONTX
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The Nasdaq Stock Market LLC
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Warrants to purchase common stock
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ONTXW
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The Nasdaq Stock Market LLC
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Item 1.02. Termination of a Material Definitive Agreement.
On May 10, 2019, Onconova
Therapeutics, Inc. (the “Company”) entered into a License and Collaboration Agreement (the “License Agreement”)
with HanX Biopharmaceuticals, Inc. (“HanX”). Under the terms of the License Agreement, the Company granted HanX an
exclusive, royalty-bearing license, with the right to sublicense, under certain Company patent rights and know-how to develop and
commercialize any pharmaceutical product (the “Product”) containing rigosertib in all uses of rigosertib or the Product
in humans therapeutics uses (the “Field”) in the People’s Republic of China, Hong Kong, Macau and Taiwan (the
“Territory”). In connection with the License Agreement, on May 10, 2019, the Company also entered into a Securities
Purchase Agreement with each of HanX and Abundant New Investments Ltd. (“Abundant”), an affiliate of HanX (each, a
“Securities Purchase Agreement” and together, the “Securities Purchase Agreements”).
Section 8.1.2. of
the License Agreement provides that in the event that the Company did not receive certain payments from HanX within 60 days of
the License Agreement effective date, unless otherwise expressed waived in writing by the Company, the License Agreement and all
rights and license granted to HanX under the License Agreement will be automatically deemed to be void ab initio. HanX did
not make full payments required under Section 8.1.2, and the Company provided multiple waivers to provide HanX additional time
to make payments. Effective January 16, 2020, the Company confirmed to HanX the Company’s determination to no longer provide
a waiver of HanX’s failure to make full payments under Section 8.1.2. Accordingly, pursuant to Section 8.1.2 the agreement
terminated. Upon this termination, the rights to Product in the Territory reverted to the Company in accordance with the terms
of the License Agreement.
In addition, the Securities
Purchase Agreements terminated automatically effective January 16, 2020 upon the termination of the License Agreement in accordance
with Section 7.1(e) of the Securities Purchase Agreements.
The Company will not
incur any termination penalties as a result of the termination of the License Agreement and the Securities Purchase Agreements.
A description of the
terms and conditions of the License Agreement and the Securities Purchase Agreements is set forth in the Company’s current report on Form 8-K filed with the SEC on May 16, 2019 and is incorporated herein by reference.
On January 23, 2020,
the Company issued a press release announcing that the Company had regained the rights to rigosertib in Greater China, and that
the License Agreement was terminated. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Exhibit
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99.1
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Press Release dated January 23, 2020
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EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: January 23, 2020
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Onconova Therapeutics, Inc.
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By:
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/s/ Mark Guerin
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Name: Mark Guerin
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Title: Chief Financial Officer
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