Current Report Filing (8-k)
February 12 2021 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 12, 2021
Onconova Therapeutics, Inc.
(Exact name of registrant as specified
in its charter)
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Delaware
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001-36020
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22-3627252
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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375 Pheasant Run
Newtown, PA
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18940
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number,
including area code: (267) 759-3680
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
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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 $0.01 per share
Common Stock Warrants
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ONTX
ONTXW
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The Nasdaq Stock Market LLC
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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. ¨
Item 1.01.
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Entry into a Material Definitive Agreement.
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Underwriting Agreement
On February 10, 2021, Onconova Therapeutics, Inc.
(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Guggenheim Securities,
LLC (the “Representative”), as representative of the several underwriters identified in Schedule I thereto (the “Underwriters”),
in connection with its previously announced public offering (the “Offering”) of 25,000,000 shares (the “Firm
Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), at a public offering
price of $1.00 per share less underwriting discounts and commissions. Under the terms of the Underwriting Agreement, the Company
granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 3,750,000 shares of Common Stock at
the same price (the “Option Shares,” and together with the Firm Shares, the “Shares”).
The net proceeds to the Company from the Offering, excluding
any exercise by the Underwriters of their thirty day option to purchase any of the Option Shares, are expected to be approximately
$23.16 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
The Representative is acting as sole book-running manager. Maxim
Group LLC and Noble Capital Markets, Inc. are acting as co-managers for the Offering.
The Offering is being made pursuant to a Registration Statement
(No. 333-237844) on Form S-3, which was initially filed by the Company with the Securities and Exchange Commission (“SEC”)
on April 24, 2020, amended on Form S-3/A that was filed with the SEC on May 15, 2020, and was declared effective
by the SEC on May 18, 2020.
The Underwriting Agreement contains customary representations,
warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed
upon by the contracting parties.
The foregoing summary of the Underwriting Agreement is qualified
in its entirety by reference to the Underwriting Agreement attached hereto as Exhibit 1.1 and which is incorporated herein
by reference. Morgan, Lewis & Bockius LLP, counsel to the Company, delivered an opinion as to legality of the issuance
and sale of the Shares in the Offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
Item 8.01. Other
Events.
On
February 10, 2021, the Company issued a press release announcing the Offering. The full text of the press release
is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ONCONOVA THERAPEUTICS, INC.
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Date: February 12, 2021
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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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