Traws Pharma, Inc. — Director's Dealing 2018

Feb 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Onconova Therapeutics, Inc. (ONTX)
CIK: 0001130598
Period of Report: 2018-02-08

Reporting Person: TYNDALL CAPITAL PARTNERS L P (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-08	Common Stock	P	1100000	$1.01	Acquired	2097022	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-08	Series A Convertible Preferred Stock Purchase Warrant	$1.01	P	1100000	Acquired		Series A Preferred Stock (110000)	Indirect

Footnotes

F1: Tyndall Capital Partners, L.P. ("Tyndall Capital") is the general partner of Tyndall Partners, L.P. ("Tyndall"), and possesses the sole power to vote and the sole power to direct the disposition of all securities held by Tyndall. Tyndall Capital's interest in the securities reported herein is limited to the extent of its pecuniary interest in such securities, if any.

F2: Each warrant ("Warrant") is exercisable into 0.1 share of Series A Convertible Preferred Stock, par value $0.01 per share ("Preferred Stock") at an exercise price of $1.01 per 0.1 share of Preferred Stock. Each 0.1 share of Preferred Stock will be convertible into one share of common stock, par value $0.01 per share (the "Common Stock"). The Company does not currently have a sufficient number of authorized shares of Common Stock to cover the shares issuable upon the conversion of Series A Preferred Stock. As a result, before any shares of Preferred Stock can be converted, the Issuer must obtain stockholder approval of an amendment (the "Charter Amendment") to its Tenth Amended and Restated Certificate of Incorporation, as amended, to sufficiently increase its authorized shares of Common Stock to cover the conversion of all outstanding shares of Preferred Stock into Common Stock.

F3: The Warrants are exercisable immediately and will expire on the later of (i) the one-year anniversary of the date (the "Charter Amendment Date") on which Issuer publicly announces through the filing of a Current Report on Form 8-K that the amendment to their certificate of incorporation to sufficiently increase their authorized shares of Common Stock to cover the conversion of all outstanding shares of Series A Preferred Stock into Common Stock has been filed with the Secretary of State of the State of Delaware and (ii) the earlier of (A) the one-month anniversary of the date on which Issuer publicly releases their top-line results of the INSPIRE Pivotal phase 3 that compare the overall survival (OS) of patients in the rigosertib group vs the Physician's Choice group, in all patients and in a subgroup of patients with IPSS-R very high risk and (B) December 31, 2019.

F4: 1,100,000 Units purchased for $1.01 per Unit. Each Unit consists of one share of Common Stock and one Warrant.