Onconova Therapeutics, Inc. (Form: 8-K, Received: 03/22/2018 16:06:43)

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): March 21, 2018

Onconova Therapeutics, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		001-36020		22-3627252
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

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:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o 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 x

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. o

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

On March 21, 2018, Onconova Therapeutics, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Tenth Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”) to increase the number of authorized shares of the Company’s capital stock from 30,000,000 shares to 105,000,000 shares in order to increase the number of authorized shares of the Company’s common stock from 25,000,000 shares to 100,000,000 shares. The Charter Amendment was approved by the Company’s stockholders at a Special Meeting of Stockholders (the “Special Meeting”) held on March 21, 2018, as described below under Item 5.07.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On March 21, 2018, the Company held the Special Meeting. The following is a brief description of each matter voted upon at the Special Meeting, as well as the final vote results with respect to each matter.

Proposal 1: Authorized Shares Increase Proposal.

The Company’s stockholders approved the Charter Amendment to increase the number of authorized shares of the Company’s capital stock from 30,000,000 shares to 105,000,000 shares in order to increase the number of authorized shares of the Company’s common stock from 25,000,000 shares to 100,000,000 shares. The tabulation of votes on this matter was as follows:

For		Against		Abstain		Broker Non-Votes
10,649,248		3,508,142		434,424		—

Proposal 2: To authorize an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1.

The Company’s stockholders approved an authorization to adjourn the Special Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of Proposal 1. The tabulation of votes on this matter was as follows:

For		Against		Abstain		Broker Non-Votes
10,891,025		3,670,867		29,922		—

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit

3.1		Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation, as amended, of Onconova Therapeutics, Inc., as approved by stockholders

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: March 22, 2018	Onconova Therapeutics, Inc.

	By:	/s/ Mark Guerin
		Name:	Mark Guerin
		Title:	Chief Financial Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT
TO
TENTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ONCONOVA THERAPEUTICS, INC.

ONCONOVA THERAPEUTICS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST: The name of the Corporation is Onconova Therapeutics, Inc. The Tenth Amended and Restated Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on July 30, 2013, and has been amended by a Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation was filed with the Secretary of State on May 31, 2016 and a Certificate of Designation of Preference, Rights and Limitations of Series A Convertible Preferred Stock was originally filed with the Secretary of State on February 8, 2018 (the Tenth Amended and Restated Certificate of Incorporation, as so amended, the “Certificate of Incorporation”).

SECOND: Article IV, Section A, of the Certificate of Incorporation is hereby amended and restated in its entirety as follows

“A. Classes of Stock . The Corporation is authorized to issue two classes of capital stock to be designated, respectively, “ Common Stock ” and “ Preferred Stock ”, each of which shall have a par value of $0.01 per share. The total number of shares which the Corporation is authorized to issue is 105,000,000 shares, of which (i) 100,000,000 shares shall be designated as Common Stock and (ii) 5,000,000 shares shall be designated as Preferred Stock. Such stock may be issued from time to time by the Corporation for such consideration as may be fixed by the board of directors of the Corporation (the “ Board of Directors ”).”

THIRD: The stockholders of the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the 21st day of March, 2018.

	ONCONOVA THERAPEUTICS, INC.


	By:	/s/ Ramesh Kumar, Ph.D.
	Name:	Ramesh Kumar, Ph.D.
	Title:	President and Chief Executive Officer