As filed with the Securities and Exchange Commission on January 17, 2017

 

Registration No. 333-        

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


 

ONCONOVA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 


 

DELAWARE

 

22-3627252

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 


 

375 Pheasant Run
Newtown, PA 18940

(Address, including zip code, of registrant’s principal executive offices)

 


 

ONCONOVA THERAPEUTICS, INC. 2013 EQUITY COMPENSATION PLAN

(Full title of the plan)

 


 

With copies to:

 

 

 

Scott R. Jones, Esq.

Ramesh Kumar, Ph.D.

 

Pepper Hamilton LLP

President and Chief Executive Officer

 

3000 Two Logan Square

Onconova Therapeutics, Inc.

 

18th and Arch Streets

375 Pheasant Run

 

Philadelphia, PA 19103-2799

Newtown, PA 18940

 

Tel: (215) 981-4562

(267) 759-3680

 

Fax: (215) 827-5746

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 


 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer o (Do not check if a smaller
reporting company)

 

Smaller reporting company x

 


 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

Title of Securities
To be Registered

 

Amount to be
Registered (1)

 

Proposed Maximum
Offering Price Per Share (2)

 

Proposed Maximum
Aggregate Offering Price

 

Amount of
Registration Fee

 

Common Stock, $0.01 par value per share

 

200,000 shares

 

$

2.76

 

$

552,000.00

 

$

63.98

 

(1)         Represents shares of Common Stock, $0.01 par value per share, of the Registrant (the “Common Stock”) that were automatically added to the shares authorized for issuance under the Onconova Therapeutics, Inc. 2013 Equity Compensation Plan (the “Plan”), on January 1, 2017 pursuant to an “evergreen” provision contained in the Plan.  Pursuant to such provision, on January 1 of each year until 2023, the number of shares authorized for issuance under the Plan is automatically increased by a number equal to the lesser of (a) a number of shares of Common Stock equal to four percent (4%) of the issued and outstanding Common Stock, without duplication, (b) 200,000 shares of Common Stock (which number reflects the Registrant’s one-for-ten reverse stock split, which was effective May 31, 2016) and (c) such lesser number as determined by the board of directors of the Registrant.  Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of Common Stock which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant.

 

(2)         Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The price per share and aggregate offering price are calculated on the basis of $2.76, the average of the high and low price of the Common Stock as reported on the NASDAQ Capital Market on January 12, 2017.

 

 

 



 

EXPLANATORY NOTE

 

This Registration Statement is being filed for the purpose of registering an additional 200,000 shares of common stock, $0.01 par value per share (the “ Common Stock “), of Onconova Therapeutics, Inc. (the “Registrant”) that were added to the shares authorized for issuance under the Onconova Therapeutics, Inc. 2013 Equity Compensation Plan (the “Plan”) for which Registration Statements on Form S-8 relating to the same employee benefit plan are effective. All share figures in this Explanatory Note reflect the Registrant’s one-for-ten reverse stock split, which was effective May 31, 2016.

 

The Registrant previously filed Registration Statements on Form S-8 (File Nos. 333-191161, 333-194228, 333-204210 and 333-210694) with the Commission to register an aggregate of 885,323 shares of Common Stock that were authorized for issuance under the Plan. Upon the effectiveness of this Registration Statement, an aggregate of 1,085,323 shares of Common Stock will be registered for issuance from time to time under the Plan. Pursuant to General Instruction E to Form S-8, the contents of the Registration Statements on Form S-8, File Nos. 333-191161, 333-194228, 333-204210 and 333-210694, filed with the Commission on September 13, 2013, February 28, 2014, May 15, 2015 and April 11, 2016, respectively, are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier Registration Statements are presented herein.

 

ITEM 8. EXHIBITS.

 

EXHIBIT
NUMBER

 

DESCRIPTION

4.1

 

Tenth Amended and Restated Certificate of Incorporation of Onconova Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on July 30, 2013 (File No. 001-36020)).

 

 

 

4.2

 

Certificate of Amendment to Tenth Amended and Restated Certificate of Incorporation of Onconova Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 31, 2016 (File No. 001-36020)).

 

 

 

4.3

 

Amended and Restated Bylaws of Onconova Therapeutics, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on July 30, 2013 (File No. 001-36020)).

 

 

 

4.4

 

Form of Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Commission on July 11, 2013 (File No. 333-189358)).

 

 

 

5.1*

 

Opinion of Pepper Hamilton LLP regarding the validity of the securities being registered.

 

 

 

10.1

 

Onconova Therapeutics, Inc. 2013 Equity Compensation Plan, and forms of agreement thereunder (incorporated by reference to Exhibit 10.25 to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Commission on July 11, 2013 (File No. 333-189358)).

 

 

 

23.1*

 

Consent of Pepper Hamilton LLP (included in Exhibit 5.1).

 

 

 

23.2*

 

Consent of Ernst & Young LLP.

 

 

 

24.1*

 

Power of Attorney (included in signature page).

 


* Filed herewith.

 

1



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Newtown, Commonwealth of Pennsylvania, on the 17th day of January, 2017.

 

 

ONCONOVA THERAPEUTICS, INC.

 

 

 

 

By:

/s/ Ramesh Kumar, Ph.D.

 

 

Ramesh Kumar, Ph.D.

 

 

President and Chief Executive Officer

 

POWER OF ATTORNEY

 

We, the undersigned officers and directors of Onconova Therapeutics, Inc., hereby severally constitute and appoint Ramesh Kumar, Ph.D. and Mark Guerin, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Onconova Therapeutics, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Ramesh Kumar, Ph.D.

 

Director, President and Chief Executive Officer

 

January 17, 2017

Ramesh Kumar, Ph.D.

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Mark Guerin

 

Vice President, Chief Financial Officer

 

January 17, 2017

Mark Guerin

 

(Principal Financial Officer and Principal
Accounting Officer)

 

 

 

 

 

 

 

/s/ Michael B. Hoffman

 

Chairman, Board of Directors

 

January 17, 2017

Michael B. Hoffman

 

 

 

 

 

 

 

 

 

/s/ Henry S. Bienen, Ph.D.

 

Director

 

January 17, 2017

Henry S. Bienen, Ph.D.

 

 

 

 

 

 

 

 

 

/s/ Jerome E. Groopman, M.D.

 

Director

 

January 17, 2017

Jerome E. Groopman, M.D.

 

 

 

 

 

 

 

 

 

/s/ James J. Marino

 

Director

 

January 17, 2017

James J. Marino

 

 

 

 

 

 

 

 

 

/s/ Viren Mehta

 

Director

 

January 17, 2017

Viren Mehta

 

 

 

 

 

 

 

 

 

/s/ E. Premkumar Reddy, Ph.D.

 

Director

 

January 17, 2017

E. Premkumar Reddy, Ph.D.

 

 

 

 

 

 

 

 

 

/s/ Jack E. Stover

 

Director

 

January 17, 2017

Jack E. Stover

 

 

 

 

 

2



 

EXHIBITS INDEX

 

EXHIBIT
NUMBER

 

DESCRIPTION

 

 

 

5.1

 

Opinion of Pepper Hamilton LLP regarding the validity of the securities being registered.

 

 

 

23.1

 

Consent of Pepper Hamilton LLP (included in Exhibit 5.1).

 

 

 

23.2

 

Consent of Ernst & Young LLP.

 

 

 

24.1

 

Power of Attorney (included in signature page).

 

3