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): June 7, 2018
Onconova Therapeutics, Inc.
(Exact name of Registrant as specified in its charter)
Delaware |
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001-36020 |
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22-3627252 |
(State or Other Jurisdiction |
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(Commission |
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(I.R.S. Employer |
375 Pheasant Run
Newtown, PA 18940
(267) 759-3680
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants 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 June 7, 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 Companys capital stock from 105,000,000 shares to 255,000,000 shares in order to increase the number of authorized shares of the Companys common stock from 100,000,000 shares to 250,000,000 shares. The Charter Amendment was approved by the Companys stockholders at a Special Meeting of Stockholders (the Special Meeting) held on June 7, 2018, as described below under Item 5.07.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 7, 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 Companys stockholders approved the Charter Amendment to increase the number of authorized shares of the Companys capital stock from 105,000,000 shares to 255,000,000 shares in order to increase the number of authorized shares of the Companys common stock from 100,000,000 shares to 250,000,000 shares. The tabulation of votes on this matter was as follows:
For |
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Against |
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Abstain |
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Broker Non-Votes |
59,701,869 |
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2,683,931 |
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297,403 |
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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 Companys 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 |
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Against |
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Abstain |
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Broker Non-Votes |
59,904,215 |
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2,400,024 |
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378,964 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Exhibit |
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3.1 |
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Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation, as amended, of Onconova Therapeutics, Inc., as approved by stockholders |
EXHIBIT INDEX
Exhibit No. |
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Exhibit |
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3.1 |
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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: June 8, 2018 |
Onconova Therapeutics, Inc. | |
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By: |
/s/ Mark Guerin |
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Name: Mark Guerin |
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Title: Chief Financial Officer |
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 filed with the Secretary of State on May 31, 2016, a Certificate of Designation of Preference, Rights and Limitations of Series A Convertible Preferred Stock filed with the Secretary of State on February 8, 2018, a Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation, as amended, filed with the Secretary of State on March 21, 2018 and a Certificate of Designation of Preference, Rights and Limitations of Series B Convertible Preferred Stock filed with the Secretary of State on April 27, 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 255,000,000 shares, of which (i) 250,000,000 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 7th day of June, 2018.
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ONCONOVA THERAPEUTICS, INC. | |
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By: |
/s/ Ramesh Kumar, Ph.D. |
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Name: Ramesh Kumar, Ph.D. | |
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Title: President and Chief Executive Officer |