Item 3.01. Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing

On January 15, 2020, Onconova Therapeutics, Inc. (the “Company”) received a public reprimand letter (the “Letter”) from the staff (the “Staff”) of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”). The Letter notified the Company that its recent offering of 55,000,000 shares of the Company’s common stock (or common stock equivalents), and warrants to purchase 55,000,000 shares of the Company’s common stock completed on November 25, 2019 (the “Offering”) did not satisfy Nasdaq Listing Rule 5635(d) because (a) the Staff determined that the Offering was not a “public offering” as defined in Nasdaq Listing Rule IM-5635-3 and (b) more than 20% of the Company’s pre-Offering shares of common stock were issued in the Offering at a price calculated by the Staff to be less than minimum price required in an offering that did not meet the definition of a “public offering.” Consequently, the Staff determined that approval by the shareholders of the Company was required for the Offering, and because such shareholder approval was not received, the Staff concluded that the Company violated the Nasdaq’s shareholder approval rules. The Staff determined delisting the Company’s common stock was not an appropriate sanction and closed this matter by issuing the public reprimand letter in accordance with Nasdaq Listing Rule 5810(c) (4). As previously reported on a Form 8K dated November 25, 2019, based on Nasdaq’s published rules and published guidance at the time of the Offering, the Company believed the Offering was a “public offering” under Rule 5635(d). The receipt of the Letter has no effect on the listing of the Company’s common stock.