Use these links to rapidly review the documentTABLE OF CONTENTS

Table of Contents





UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-K/A(Amendment No. 1)



ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2017ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission file number 001-36020

Onconova Therapeutics, Inc.(Exact Name of Registrant as Specified in Its Charter)



Delaware(State or Other Jurisdiction of
Incorporation or Organization)

22-3627252(I.R.S. Employer Identification No.)375 Pheasant Run, Newtown, PA(Address of Principal Executive Offices)

18940(Zip Code)


Registrant's
telephone number, including area code:(267) 759-3680

Securities
registered pursuant to Section 12(b) of the Act:



Title of Each Class

Name of Each Exchange on Which RegisteredCommon stock, par value $.01 per share

The Nasdaq Stock Market LLC


Securities
registered pursuant to Section 12(g) of the Act:



(Title of Class)None


Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its Corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files. Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o

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 ý Emerging Growth Company ý


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 pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
Act). Yes o    No ý

As of June 30, 2017, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the
registrant's voting stock held by non-affiliates was approximately $17.8 million, based on the last reported sale price of the registrant's common stock on the Nasdaq Capital Market.

There
were 18,946,163 shares of Common Stock outstanding as of March 1, 2018.





---





Table of Contents



ONCONOVA THERAPEUTICS, INC.  FORM 10-K/A  For Fiscal Year Ended December 31, 2017

TABLE OF CONTENTS





PagePART IIIItem 10

Directors, Executive Officers and Corporate Governance


1Item 11

Executive Compensation


10Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters


18Item 13

Certain Relationships and Related Transactions, and Director Independence


22Item 14

Principal Accountant Fees and Services


23PART IVItem 15

Exhibits and Financial Statement Schedules


25


i

---





Table of Contents

EXPLANATORY NOTE

Onconova Therapeutics, Inc., sometimes referred to as "we", "our", or the "Company" is filing this Amendment No. 1 on
Form 10-K/A, or this Amendment, to its Annual Report on Form 10-K for the year ended December 31, 2017, originally filed on March 16, 2018, or the Original Report, for the
sole purpose of including the information required by Part III of Form 10-K. This information was previously omitted from the Original Report in reliance on General
Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if
such statement is filed no later than 120 days after the our fiscal year-end. We are filing this Amendment to provide information required in Part III of Form 10-K because a
definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by the Form 10-K.

In
accordance with Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, or the Exchange Act, Part III, Items 10 through 14 of the Original Report
are hereby amended and restated in
their entirety, and Part IV, Item 15 of the Original Report is hereby amended and restated in its entirety, with the only changes being the addition of the new certifications by our
principal executive officer and principal financial officer filed herewith. This Amendment does not amend or otherwise update any other information in the Original Report. Accordingly, this Amendment
should be read in conjunction with the Original Report and with our filings with the Securities and Exchange Commission subsequent to the Original Report.

ii

---





Table of Contents

PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

All of our directors bring to our board of directors executive leadership experience from their service as executives and/or directors of our
Company and/or other entities. The biography of each of the nominees below contains information regarding the person's business experience, director positions held currently or at any time during the
last five years, and the
experiences, qualifications, attributes and skills that caused the nominating and corporate governance committee and our board of directors to determine that the person should serve as a director,
given our business and structure.



Name

Age

Position(s) with Onconova Therapeutics, Inc.

Served as
Director FromHenry S. Bienen, Ph.D.


78

Director


2009Jerome E. Groopman, M.D.


66

Director


2013Michael B. Hoffman


67

Chairman of the Board of Directors


2002Ramesh Kumar, Ph.D.


62

Director, President and Chief Executive Officer


1998Viren Mehta


68

Director


2004James J. Marino


68

Director


2015E. Premkumar Reddy, Ph.D.


74

Director


1999Jack E. Stover


65

Director


2016


Henry S. Bienen, Ph.D.Dr. Bienen has served as a member of our board of directors since May 2009. He currently serves as
the chairman of
Rasmussen College, has served as the president emeritus of Northwestern University since August 2009 and served as the president of Northwestern University from 1995 to 2009. Dr. Bienen was the
James S. McDonnell Distinguished University Professor and Dean of the Woodrow Wilson School of Public and International Affairs at Princeton University prior to his appointment at Northwestern.
Dr. Bienen began his association with Princeton University in 1966, advancing from assistant professor to professor of politics and international affairs, and was then appointed the William
Stewart Tod Professor of Politics and International Affairs in 1981 and the James S. McDonnell Distinguished University Professor in 1985. Dr. Bienen has served as a director of the Grosvenor
Registered Multi Strategy Fund (TI 1), LLC, the Grosvenor Registered Multi Strategy Fund (TI 2), LLC, the Grosvenor Registered Multi Strategy Fund (TE), LLC and the Grosvenor
Registered Multi Strategy Master Fund, LLC since April 2011. Dr. Bienen serves on the board of directors of Ryan Specialty Group and is also a member of its compensation committee and
previously served on the boards of directors of The Bear Stearns Companies Inc., until its purchase by JP Morgan Chase & Co. in 2008, SPSS Inc. from 2007 until 2009, when
the company was sold to IBM Corporation, and Gleacher & Company, a publicly held investment banking firm, from May 2010 to April 2013. Dr. Bienen also currently chairs the advisory board
of The Vistria Group, a private equity firm, and served on the Chicago Board of Education.

Dr. Bienen
received his Bachelor's Degree with honors from Cornell University and both his Master's Degree and Ph.D., from the University of Chicago. Dr. Bienen is
currently President of the Poetry Foundation.

Our
board of directors believes Dr. Bienen's perspective and extensive experience as a director of a public company and familiarity with public company governance, as well as his
educational background, provide him with the qualifications and skills to serve as a director.

Jerome E. Groopman, M.D.Dr. Groopman has served as a member of our board of directors since July 2013. Dr. Groopman
has served as the
Dina and Raphael Recanati Professor of Medicine at Harvard Medical School since January 1992. He has also served as Attending Hematologist/Oncologist at Beth Israel Deaconess Medical Center since July
1996. Dr. Groopman received an M.D. from

1

---



Table of Contents

Columbia
University College of Physicians and Surgeons, and a B.A. in Political Philosophy from Columbia College.

Our
board of directors believes Dr. Groopman's perspective and experience in the healthcare industry, as well as his educational background, provide him with the qualifications
and skills to serve as a director.

Michael B. Hoffman.Mr. Hoffman has served as Chairman of the board of directors since 2006 and as a member of our board of
directors since
December 2002. Since 2003, Mr. Hoffman has been a partner of Riverstone Holdings LLC, or Riverstone, where he is principally responsible for investments in power and renewable energy.
Before joining Riverstone, Mr. Hoffman was senior managing director and head of the mergers and acquisitions advisory business of The Blackstone Group L.P., or Blackstone, where he also
served on the firm's principal group investment committee as well as its executive committee. Prior to joining Blackstone, Mr. Hoffman was managing director and co-head of the mergers and
acquisitions department at Smith Barney, Harris Upham & Co. Mr. Hoffman currently serves as a director of Pattern Energy, Inc., Talen Energy Corporation, and the general
partner of Enviva Partners. Mr. Hoffman also serves on the board of directors of QR Pharma, Inc., a private specialty pharmaceutical company founded to develop novel treatments for
Alzheimer's Disease, Parkinson's disease and other neurodegenerative disorders, Curative Biotherapeutics, Inc. and various private companies sponsored by Riverstone. His non-profit board
affiliations include Rockefeller University. Mr. Hoffman received his Bachelor's and Master's Degrees from Northwestern University and his M.B.A. from the Harvard Business School.

Our
board of directors believes Mr. Hoffman's perspective and experience as an investor, as well as his educational background, provide him with the qualifications and skills to
serve as a director.

Ramesh Kumar, Ph.D.Dr. Kumar is one of our co-founders, and is currently our President and Chief Executive Officer, a
position he has held
since 1998, as well as a member of our board of directors. Prior to our founding, Dr. Kumar held positions in research and development or management at Princeton University, Bristol-Myers
Squibb Company, or Bristol-Myers Squibb, DNX Corp. (later Nextran Corp., a subsidiary of Baxter International Inc.) and Kimeragen, Inc. (later ValiGen Inc.), a genomics company,
where he was President of the Genomics and Transgenics Division. Dr. Kumar received his Ph.D. in Molecular Biology from the University of Illinois, Chicago, and trained at the National Cancer
Institute. Additionally, Dr. Kumar received his B.Sc. and M.Sc., both with honors, in Microbiology from Panjab University.

Our
board of directors believes Dr. Kumar's perspective and experience as our co-founder, President and Chief Executive Officer, as well as his depth of operating and senior
management experience in our industry, provide him with the qualifications and skills to serve as a director.

James J. Marino.Mr. Marino has served as a member of our board of directors since July 2015. Prior to July 2015,
Mr. Marino was a
Partner at the global law firm of Dechert LLP for 28 years, where he served as Managing Partner of the Princeton Office. Mr. Marino served as the outside counsel for Onconova from
its inception through and including its initial public offering. On March 8, 2017, Mr. Marino was appointed to the board of directors and as chairperson of the compensation committee of
Celldex Therapeutics, Inc., a public company which is developing targeted therapeutics to address devastating diseases for which available treatments are inadequate. Previously, he served on
the board of directors of Pharmacopeia Drug Discovery, Inc. from 2000 to 2006 and has worked in advisory capacities and on the boards of multiple non-profit organizations, including Robert Wood
Johnson University Hospital. He currently serves on the Board of Trustees of Wake Forest University and Wake Forest University Baptist Medical Center. Mr. Marino received his B.A., J.D. and MBA
from Rutgers University.

2

---



Table of Contents

Our
board of directors believes that Mr. Marino's perspective and prior experience advising Onconova and numerous other leading life science companies in connection with
financings, acquisitions and strategic alliances, provide him with the qualifications and skills to serve as a director.

Viren Mehta.Dr. Mehta has served as a member of our board of directors since February 2004. Dr. Mehta has been a
managing member of
Mehta Partners since 1997. Mehta Partners provides strategic advisory services to the biotechnology and pharmaceutical companies worldwide. Prior to
founding Mehta Partners, Dr. Mehta co-founded Mehta and Isaly in 1989, and prior to that was a part of the strategic planning team of the International Division at Merck & Co.
Dr. Mehta earned a Doctor of Pharmacy at the University of Southern California, and an M.B.A. from the Anderson School of Business at the University of California, Los Angeles. His non-profit
board affiliations include Project Hope and the Venice Family Clinic.

Our
board of directors believes Dr. Mehta's perspective and experience in the life sciences industry as a biopharma fund manager, fund consultant and a strategic advisor to senior
managers in the biopharma industry, as well as his educational background, provide him with the qualifications and skills to serve as a director.

E. Premkumar Reddy, Ph.D.Dr. Reddy is one of our scientific founders and has served as a member of our board of directors
since February
1999. Since March 2010, Dr. Reddy has served as a Professor at Mount Sinai School of Medicine, or Mount Sinai and Director of the Experimental Cancer Therapeutics Program at the Tisch Cancer
Institute at Mount Sinai. From 1992 to February 2010, Dr. Reddy served as a Professor and Director of the Fels Institute for Cancer Research of Temple University. He was the founder and
co-editor of the international journal of cancer research, Oncogene, published by Nature Publishing Group. Dr. Reddy received his B.Sc., M.Sc. and Ph.D. from Osmania University.

Our
board of directors believes Dr. Reddy's perspective and experience as our co-founder, his educational background, as well as his experience in research and product
development, provide him with the qualifications and skills to serve as a director.

Jack E. Stover.From May 2012 through May 2013, we engaged Mr. Stover, through JE Stover Consulting, LLC, to assist us
in preparing for
our initial public offering. Since December 2015, Mr. Stover has served as Interim President and CEO of Interpace Diagnostics Group, Inc., formerly known as "PDI, Inc.", and has
served on their board of directors since August 2005. He was the chair of PDI's audit committee from August 2005 until December 2015. Mr. Stover has been Chief Executive Officer of Zebec
Therapeutics LLC ("Zebec") since April 2014. Zebec is the successor to Quadrant Pharmaceuticals LLC, which Mr. Stover co-founded and was President and Director of from September
2013. From June 2016 to December 2016, Mr. Stover was chairman of the audit committee and a member of the board of directors of Viatar CTC Solutions, Inc. From 2009 to February 2012,
Mr. Stover served as the executive chairman of Targeted Nano Therapeutics LLC, a privately held biotechnology company focused on targeted delivery of peptides and proteins.
Mr. Stover was also chairman of the audit committee and a member of the board of directors of Arbios Systems Inc. from 2005 to 2008 and a member of the board of directors of
Influmedix, Inc. from 2010 to 2011. From 2004 to 2008, he served as chief executive officer, president and director of Antares Pharma, Inc., a publicly held specialty pharmaceutical
company then listed on the American Stock Exchange. Prior to that, Mr. Stover was executive vice president and chief financial officer of Sicor, Inc., a publicly held company which
manufactured and marketed injectable pharmaceutical products, and which was acquired by Teva Pharmaceutical Industries. Prior to that, Mr. Stover was executive vice president and director of a
proprietary women's pharmaceutical company, Gynetics,Inc. ("Gynetics"), and before Gynetics, he was senior vice president and director of B. Braun
Medical, Inc., a private global medical device and pharmaceutical company. For more than five years prior to that, Mr. Stover was a partner with PricewaterhouseCoopers (then Coopers and
Lybrand), working in the bioscience industry division

3

---



Table of Contents

in
New Jersey. Mr. Stover received his B.A. in Accounting from Lehigh University and is a Certified Public Accountant.

Our
board of directors believes that Mr. Stover's experience holding senior leadership positions in the life sciences industry, his specific experience and skills in the areas of
general operations, and financial operations and administration, and his extensive experience in accounting and as an audit committee member and chair of various public companies in the life sciences
industry, provide him with the qualifications and skills to serve as a director.

Executive Officers

The following table sets forth certain information regarding our executive officers who are not also directors.



Name

Age

Position(s) with Onconova Therapeutics, Inc.Steven M. Fruchtman, M.D.


67

Chief Medical Officer, and Senior Vice President, Research and DevelopmentManoj Maniar, Ph.D.


55

Senior Vice President, Product DevelopmentMark P. Guerin


49

Chief Financial Officer


Steven M. Fruchtman, M.D.Dr. Fruchtman has served as our Chief Medical Officer and Senior Vice President, Research and
Development since
January 2015. Dr. Fruchtman is a board certified hematologist with extensive industry experience in clinical research for myelodysplastic syndromes, hematologic malignancies and solid tumors.
From June 2014 to January 2015, Dr. Fruchtman was a hematology oncology drug development consultant. From September 2013 to June 2014, Dr. Fruchtman served as Chief Medical Officer at
Syndax Pharmaceuticals, Inc., a biopharmaceutical company. From July 2011 to July 2013, Dr. Fruchtman was the Chief Medical Officer and Senior Vice President of Research and Regulatory
Affairs at Spectrum Pharmaceuticals. From February 2011 to June 2011, he was Vice President of Research at Spectrum Pharmaceuticals, Inc., a biopharmaceutical company. From February 2009 to
January 2011, Dr. Fruchtman was Vice President, Clinical Research at Allos Therpeutics, Inc., a biopharmaceutical company. Prior to this, Dr. Fruchtman held senior positions at
Novartis and Ortho Biotech Products. Dr. Fruchtman was on the faculty of the Mount Sinai School of Medicine and was the Director of the Stem Cell Transplantation and Myeloproliferative Disorder
Programs at Mount Sinai Hospital in New York City. Dr. Fruchtman received his medical degree from New York Medical College and his B.A. from Cornell University.

Mark P. GuerinMr. Guerin has served as our Chief Financial Officer since September 1, 2016. Previously he served as
Vice
PresidentFinancial Planning & Accounting, and Chief Accounting Officer since May 2014, and as Vice PresidentFinancial Planning & Accounting from September 2013
to May 2014. He has also served as our principal financial officer since February 12, 2016. Between January 2012 and September 2013, Mr. Guerin was self-employed as a financial and
accounting consultant. For more than six years, through December 2011, Mr. Guerin was employed by CardioKine, Inc. and served as Chief Financial Officer from mid-2009 through December
2011. Mr. Guerin received his B.A. in Accounting from DeSales University.

Manoj Maniar, Ph.D.Dr. Maniar has served as our Senior Vice President, Product Development since August 2005. Prior to
joining us,
Dr. Maniar was with SRI International, Inc., a nonprofit research institute, where he served as Senior Director, Formulations and Drug Delivery. Dr. Maniar received his B.S. in
Pharmacy from Bombay College of Pharmacy and his Ph.D. in Pharmaceutics from the University of Connecticut.

4

---



Table of Contents

Corporate Governance

Board Composition

Our board of directors currently consists of eight members. Our board of directors has undertaken a review of the independence of our directors
and has determined that all directors except Ramesh Kumar, Ph.D. and E. Premkumar Reddy, Ph.D. are independent within the meaning of Section 5605(a)(2) of the NASDAQ Stock Market listing rules
and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Our Tenth Amended and Restated Certificate of Incorporation, as amended, provides that our board of
directors will consist of not less than three nor more than 11 directors, as such number of directors may from time to time be fixed by our board of directors. Each director shall be elected to the
board to hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified.

Board Leadership Structure and Role in Risk Oversight

Our board of directors recognizes the time, effort and energy that the chief executive officer is required to devote to his position in the
current business environment, as well as the commitment required to serve as our chairman, particularly as the board of directors' oversight responsibilities continue to grow. We believe that, at
present, separating these positions allows our chief executive officer to focus on our day-to-day business, while allowing our chairman to lead the board of directors in its fundamental role of
providing advice to, and independent oversight of, management. Our board of directors also believes that this structure ensures a greater role for the independent directors in the oversight of our
company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our board of directors.

While
our bylaws do not require that our chairman and chief executive officer positions be separate, our board of directors believes that having separate positions is the appropriate
leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Risk
is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including but not limited to risks relating to
limited cash resources, need to raise additional funds, product candidate development, technological uncertainty, dependence on collaborative partners and other third parties, uncertainty regarding
patents and proprietary rights, comprehensive government regulations, having no commercial manufacturing experience, marketing or sales capability or experience and dependence on key personnel.
Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management.
In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as
designed. The board of directors periodically consults with management regarding the Company's risks.

Our
board of directors is actively involved in oversight of risks that could affect us. This oversight is conducted primarily through the audit committee of our board of directors, but
the full board of directors has retained responsibility for general oversight of risks.

Board Committees

Our board of directors has established three standing committees: the audit committee, the compensation committee and the nominating and
corporate governance committee. The
current members of our audit committee are Henry S. Bienen, Ph.D., James J. Marino, Viren Mehta and Jack E. Stover, with Jack E. Stover serving as chairperson. The current members of our compensation
committee are Michael B. Hoffman, James J. Marino and Jack E. Stover, with Michael B. Hoffman serving as chairperson. The current members of our nominating and corporate governance committee

5

---



Table of Contents

are
Michael B. Hoffman, Viren Mehta and Jerome E. Groopman, M.D., with Viren Mehta serving as chairperson.

Our
board of directors has determined that Henry S. Bienen, Ph.D., James J. Marino, Viren Mehta and Jack E. Stover meet the additional test for independence for audit committee members
imposed by Securities and Exchange Commission ("SEC") regulations and Section 5605(c)(2)(A) of the NASDAQ Stock Market listing rules and that Michael B. Hoffman, Henry S. Bienen, Ph.D, James J.
Marino and Jack E. Stover meet the additional test for independence for compensation committee members imposed by Section 5605(d)(2)(A) of the NASDAQ Stock Market listing rules.

Audit Committee

The primary purpose of our audit committee is to assist the board of directors in the oversight of the integrity of our accounting and financial
reporting process, the audits of our consolidated financial statements, and our compliance with legal and regulatory requirements. Our audit committee met four times during fiscal 2017. The functions
of our audit committee include, among other things:



With
respect to reviewing and approving related-party transactions, our audit committee reviews related-party transactions for potential conflicts of interests or other improprieties.
Under SEC rules, related-party transactions are those transactions to which we are or may be a party in which the amount involved exceeds the lesser of $120,000 or 1% of total assets, and in which any
of our directors or executive officers or any other related person had or will have a direct or indirect material interest, excluding, among other things, compensation arrangements with respect to
employment and board

6

---



Table of Contents

membership.
Our audit committee could approve a related-party transaction if it determines that the transaction is in our best interests. Our directors are required to disclose to this committee or
the full board of directors any potential conflict of interest, or personal interest in a transaction that our board is considering. Our executive officers are required to disclose any related-party
transaction to the audit committee. We also poll our directors on an annual basis with respect to related-party transactions and their service as an officer or director of other entities. Any director
involved in a related-party transaction that is being reviewed or approved must recuse himself or herself from participation in any related deliberation or decision. Whenever possible, the transaction
should be approved in advance and if not approved in advance, must be submitted for ratification as promptly as practical.

The
financial literacy requirements of the SEC require that each member of our audit committee be able to read and understand fundamental financial statements. In addition, at least one
member of our audit committee must qualify as an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act, and have financial
sophistication in accordance with the NASDAQ Stock Market listing rules. Our board of directors has determined that Jack E. Stover qualifies as an audit committee financial expert.

Both
our independent registered public accounting firm and management periodically will meet privately with our audit committee.

The
board of directors has adopted a charter for the audit committee, which is available in the corporate governance section of our website at http://www.onconova.com.

Compensation Committee

The primary purpose of our compensation committee is to assist our board of directors in exercising its responsibilities relating to
compensation of our executive officers and employees and to administer our equity compensation and other benefit plans. In carrying out these responsibilities, this committee reviews all components of
executive officer and employee compensation for consistency with its compensation philosophy, as in effect from time to time. Our compensation committee met five times during fiscal 2017. The
functions of our compensation committee include, among other things:



7

---



Table of Contents

The
board of directors has adopted a charter for the compensation committee, which is available in the corporate governance section of our website at http://www.onconova.com.

The
compensation committee has utilized Radford ("Radford"), an Aon Hewitt company, as its executive compensation consultant. Radford reports directly to the compensation committee. The
compensation committee may replace Radford or hire additional consultants at any time. Upon request by the compensation committee or its chair, a representative of Radford attends meetings of the
compensation committee and is available to discuss compensation issues in between meetings.

In
connection with its work for the compensation committee, Radford provided various executive compensation services to the compensation committee pursuant to a written consulting
agreement. Generally, these services included advising the compensation committee on the principal aspects of our executive compensation program and evolving industry practices and providing market
information and analysis regarding the competitiveness of our program design and our award values in relation to performance.

The
compensation committee retains sole authority to hire any compensation consultant, approve such consultant's compensation, determine the nature and scope of its services, evaluate
its performance, and terminate its engagement. We assessed the independence of Radford pursuant to SEC rules and determined that no known conflict of interest existed that would prevent Radford from
serving as an independent consultant to the compensation committee.

The
compensation committee has reviewed our compensation policies and practices for all employees, including our named executive officers, as they relate to risk management practices and
risk-taking incentives, and has determined that there are no risks arising from these policies and practices that are reasonably likely to have a material adverse effect on us.

Nominating and Corporate Governance Committee

The primary purpose of our nominating and corporate governance committee is to assist our board of directors in promoting the best interest of
our company and our stockholders through the implementation of sound corporate governance principles and practices. Our nominating and corporate governance committee met one time during fiscal 2017.
The functions of our nominating and corporate governance committee include, among other things:



The
board of directors has adopted a charter for the nominating and corporate governance committee, which is available in the corporate governance section of our website at http://www.onconova.com.

Code of Conduct for Employees, Executive Officers and Directors

We have adopted a code of conduct applicable to all of our employees, executive officers and directors. The code of conduct is available in the
corporate governance section of our website athttp://www.onconova.com.

8

---



Table of Contents

The
audit committee of our board of directors is responsible for overseeing the code of conduct and must approve any waivers of the code of conduct for employees, executive officers or
directors.

Meetings of the Board of Directors

The board of directors held six meetings during fiscal 2017. During fiscal 2017, each director attended at least 75 percent of the
aggregate of the total number of meetings of the board of directors and the committees on which such director served.

Directors
are encouraged, but not required, to attend the annual meeting of stockholders. All of our directors attended the 2017 Annual Meeting of Stockholders.

Director Nomination Process

The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to
board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected
candidates by members of the nominating and corporate governance committee and the board of directors.

In
determining whether to recommend any particular candidate for inclusion in the board of director's slate of recommended director nominees, our nominating and corporate governance
committee considers the composition of the board of directors with respect to depth of experience, balance of professional interests, required expertise and other factors. The nominating and corporate
governance committee considers the value of diversity when recommending candidates. The committee views diversity broadly to include diversity of experience, skills and viewpoint. The nominating and
corporate governance committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. Our board of directors believe that
the backgrounds and
qualifications of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow it to fulfill its responsibilities.

Stockholders
may recommend individuals to our nominating and corporate governance committee for consideration as potential director candidates. The nominating and corporate governance
committee will evaluate stockholder-recommended candidates by following the same process and applying the same criteria as it follows for candidates submitted by others.

Stockholders
may directly nominate a person for election to our board of directors by complying with the procedures set forth in Section 2.2(A) of our bylaws, and with the rules
and regulations of the SEC. Under our bylaws, only persons nominated in accordance with the procedures set forth in the bylaws will be eligible to serve as directors. In order to nominate a candidate
for service as a director, you must be a stockholder at the time you give the board of directors notice of your nomination, and you must be entitled to vote for the election of directors at the
meeting at which your nominee will be considered. In addition, the stockholder must have given timely notice in writing to our Secretary. To be timely, a stockholder's notice must be delivered to the
Secretary at our principal executive offices not later than the 90th day, nor earlier than the 120th day, prior to the first anniversary of the prior year's annual meeting of
stockholders (provided, however, that in the event that the date of the annual meeting is more than 30 days before or 60 days after such anniversary date, notice by the stockholder must
be delivered no earlier than the 120th day prior to the annual meeting and no later than the later of the 90th day prior to such annual meeting or the 10th day following the day
on which public announcement of the date of such annual meeting is first made by us). Your notice must set forth (i) the name, age, business address and, if known, residence address of the
nominee, (ii) the principal occupation or employment of the nominee, (iii) the class and number of shares of stock of the Company directly or indirectly, owned beneficially or of record
by the nominee, (iv) a description of all arrangements or understandings between you and the nominee and any other person or persons

9

---



Table of Contents

(naming
such person or persons) pursuant to which the nomination is to be made by you, and (v) all other information relating to the nominee that is required to be disclosed in solicitations of
proxies for the election of directors in an election contest, or is otherwise required, in each case, pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. Nominations for director must be accompanied by the nominee's written consent to being named in the proxy statement as a nominee and to serving as a director if elected.

Stockholder Communications with the Board

You can contact our board of directors to provide comments, to report concerns, or to ask a question, at the following address.



You
may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.

Communications
are distributed to our board of directors, or to any individual directors, as appropriate, depending on the facts and circumstances outlined in the communication.

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Exchange Act and the rules issued thereunder, our executive officers, directors and beneficial owners of
more than ten percent of our common stock are required to file with the SEC reports of holdings of and transactions in our securities. Copies of such reports are required to be furnished to us. Based
solely on a review of the copies of such reports furnished to us, or written representations that no other reports were required, we believe that all required reports were filed in fiscal 2017 in a
timely manner.

ITEM 11.EXECUTIVE COMPENSATION.

Overview of Executive Compensation

The compensation committee of our board of directors is responsible for overseeing the compensation of all of our executive officers. In this
capacity, our compensation committee annually reviews and approves the compensation of our chief executive officer and other executive officers, including such goals and objectives relevant to the
executive officers' compensation that the committee, in its discretion, determines are appropriate, evaluates their performance in light of those goals and objectives, and sets their compensation
based on this evaluation.

10

---





Table of Contents

2017 Summary Compensation Table

The following table sets forth information for the fiscal years ended December 31, 2017 and 2016 concerning compensation of our principal
executive officer and the two most highly compensated executive officers during 2017. We refer to these three executive officers as our "named executive officers."



Name and Principal Position

Year

Salary
($)

Bonus
($)(1)

Option
Awards
($)(2)

All Other
Compensation
($)(3)

Total
($)Ramesh Kumar, Ph.D.


2017


538,150





81,890


23,581


643,621President and Chief Executive Officer


2016
(4)

413,172


254,028


177,729


19,707


864,636Steven M. Fruchtman, M.D.


2017


436,154





49,105


19,315


504,574Chief Medical Officer and Senior Vice President, Research and Development


2016


421,784


142,800


119,283


7,179


691,046Manoj Maniar, Ph.D.


2017


388,977





36,108


14,410


439,495Senior Vice President, Product Development


2016


371,453


126,186


89,703


11,930


599,272


(1)Represents
discretionary annual bonus amounts paid.(2)The
entries in the option awards column reflect the grant date fair value of the awards, as calculated for financial statement reporting purposes in accordance with
Accounting Standards Codification (ASC) No. 718,CompensationStock Compensation.The option values were calculated using the
Black-Scholes option pricing model. These amounts do not represent the actual value realized by the named executive officers. See Note 10 of the Notes to Consolidated Financial Statements for
the fiscal year ended December 31, 2016 for a discussion of the relevant assumptions used to determine the valuation of our stock options for accounting purposes.(3)Includes
amounts paid for insurance premiums on behalf of the named executive officer and matching funds paid pursuant to our 401(k) Plan.(4)On
February 12, 2016, we entered into a letter agreement with Dr. Kumar pursuant to which Dr. Kumar agreed to a voluntary reduction in his base
salary, effective January 1, 2016. See "Employment AgreementsRamesh Kumar, Ph.D." below for more information.


Upon
completion of the financing in February 2018, we paid each of our named executive officers a portion of his bonus for services rendered in 2017. Each total bonus amount was approved
by the board of directors. A portion of Dr. Kumar's bonus was paid in options to purchase common stock, with the remainder paid in cash. Dr. Fruchtman's and Dr. Maniar's bonuses
were paid in cash.

Employment Agreements

We have entered into employment agreements with each of our named executive officers, and the compensation of our named executive officers is
determined, in large part, by the terms of those employment agreements. Following are descriptions of the material terms of each named executive officer's employment agreement.

Ramesh Kumar, Ph.D.

We entered into an employment agreement with Dr. Kumar on July 1, 2015, which supersedes any prior employment agreements. The
employment agreement continues indefinitely, unless terminated in accordance with the terms of the agreement.

11

---



Table of Contents

The
employment agreement provided for an initial base salary of $543,375, subject to adjustment upon annual review by our board of directors, and an annual bonus of up to 55% of such
base salary, payable upon our achievement of revenue or profit objectives, specific business plan goals or other performance milestones mutually agreed to by Dr. Kumar and our board of
directors, provided that Dr. Kumar remain employed by us throughout the performance year. The bonus may be paid in the form of cash, stock options, shares of Common Stock, or a combination
thereof, at our compensation committee's discretion. Dr. Kumar may also be entitled to additional compensation in recognition of extraordinary contributions, at the sole discretion of our
compensation committee. On February 12, 2016, we entered into a letter agreement with Dr. Kumar pursuant to which Dr. Kumar agreed to a voluntary reduction in his base salary from
$543,375 to $407,531, effective as of January 1, 2016. For purposes of severance and other benefits calculated based upon base salary, however, Dr. Kumar's base salary was deemed to
remain at $543,375. On December 9, 2016, our board of directors approved the termination of the voluntary salary reduction effective January 1, 2017. Pursuant to this approval, on
March 27, 2017, we entered into a letter agreement with Dr. Kumar under which the voluntary salary reduction was terminated effective January 1, 2017.

Dr. Kumar
is entitled to participate in all of our employee benefit plans and programs that are made generally available from time to time to our executive officers and is
entitled to vacation benefits. Pursuant to his employment agreement, Dr. Kumar is entitled to term life insurance coverage in a face amount that is not less than his base salary, a reasonable
transportation allowance if we relocate our research facility more than 40 miles from its present location, and up to $10,000 annually for educational programs related to the performance of his
duties. If Dr. Kumar dies during his employment, we will be entitled to a $1 million death benefit under a "key man" life insurance policy. Dr. Kumar's employment agreement
contains non-solicitation, non-competition, confidentiality and inventions assignment provisions that, among other things, prevent him from competing with us during the term of his employment and for
a specified time thereafter.

If
Dr. Kumar's employment is terminated due to his death, disability, by us for "cause" or by Dr. Kumar without "good reason" during the term of his employment agreement,
we will pay to Dr. Kumar or his spouse or estate the balance of his accrued and unpaid salary, unreimbursed expenses, and unused accrued vacation time through the termination date.

If
Dr. Kumar's employment is terminated by us without "cause" or by Dr. Kumar for "good reason," other than during a change in control protection period, Dr. Kumar
will be entitled to receive severance equal to his current base salary and target bonus for the fiscal year during which his employment ceases. If the termination is during a change in control
protection period, Dr. Kumar will be entitled to receive severance equal to two times the sum of his current base salary and target bonus for the fiscal year during which his employment ceases,
less any severance previously paid. A change in control protection period commences three months prior to and ends twelve months following a change in control. The Company will also reimburse
Dr. Kumar for a portion of his medical insurance costs and all of Dr. Kumar's incentive stock options that are unvested as of the date of such termination would fully vest as of the date
of termination.

Steven Fruchtman, M.D.

We entered into an employment agreement with Dr. Fruchtman on July 1, 2015, which supersedes any prior employment agreements. The
employment agreement continues indefinitely, unless terminated in accordance with the terms of the agreement.

The
employment agreement provides for an initial base salary of $420,000, subject to adjustment upon annual review, and subject to the compensation committee's sole discretion, an annual
bonus, based on the performance of Dr. Fruchtman and the Company, of up to 40% of such base salary. The

12

---



Table of Contents

bonus
may be paid in the form of cash, stock options, shares of Common Stock, or a combination thereof, at our compensation committee's discretion.

Dr. Fruchtman
is entitled to participate in all of our employee benefit plans and programs that are made generally available from time to time to our executive officers and is
entitled to vacation benefits. Dr. Fruchtman's employment agreement contains non-solicitation, non-competition, confidentiality and inventions assignment provisions that, among other things,
prevent him from competing with us during the term of his employment and for a specified time thereafter. The Company will reimburse Dr. Fruchtman for reasonable expenses including certain
commuting costs to the Company's offices.

If
Dr. Fruchtman's employment is terminated due to his death, disability, by us for "cause" or by Dr. Fruchtman without "good reason" during the term of his employment
agreement, we will pay to Dr. Fruchtman or his spouse or estate the balance of his accrued and unpaid salary, unreimbursed expenses, and unused accrued vacation time through the termination
date.

If
Dr. Fruchtman's employment is terminated by us without "cause" or by Dr. Fruchtman for "good reason," other than during a change in control protection period,
Dr. Fruchtman will be entitled to receive severance equal to the sum of his current base salary and target bonus for the fiscal year during which his employment ceases. If the termination is
during a change in control protection period, Dr. Fruchtman will be entitled to receive severance equal to the sum of his current base salary and target bonus for the fiscal year during which
his employment ceases. A change in control protection period is the twelve months following a change in control. The Company will also reimburse Dr. Fruchtman for a portion of his medical
insurance costs and all of Dr. Fruchtman's incentive stock
options that are unvested as of the date of such termination would fully vest as of the date of termination.

Manoj Maniar, Ph.D.

We entered into an employment agreement with Dr. Maniar on July 1, 2015, which supersedes any prior employment agreements. The
employment agreement continues indefinitely, unless terminated in accordance with the terms of the agreement.

The
employment agreement provides for an initial base salary of $371,135, subject to adjustment upon annual review by our board of directors, and subject to the compensation committee's
sole discretion, an annual bonus, based on the performance of Dr. Maniar and the Company, of up to 40% of such base salary. The bonus may be paid in the form of cash, stock options, shares of
Common Stock, or a combination thereof, at our compensation committee's discretion.

Dr. Maniar
is entitled to participate in all of our employee benefit plans and programs that are made generally available from time to time to our executive officers and is
entitled to vacation benefits. Dr. Maniar's employment agreement contains non-solicitation, non-competition, confidentiality and inventions assignment provisions that, among other things,
prevent him from competing with us during the term of his employment and for a specified time thereafter.

If
Dr. Maniar's employment is terminated due to his death, disability, by us for "cause" or by Dr. Maniar without "good reason" during the term of his employment agreement,
we will pay to Dr. Maniar or his spouse or estate the balance of his accrued and unpaid salary, unreimbursed expenses, and unused accrued vacation time through the termination date.

If
Dr. Maniar's employment is terminated by us without "cause" or by Dr. Maniar for "good reason," other than during a change in control protection period,
Dr. Maniar will be entitled to receive severance equal to nine-twelfths of the sum of his current base salary and target bonus for the fiscal year during which his employment ceases. If the
termination is during a change in control protection period, Dr. Maniar will be entitled to receive severance equal to the sum of his current base salary and target bonus for the fiscal year
during which his employment ceases. A change in control protection

13

---



Table of Contents

period
is the twelve months following a change in control. The Company will also reimburse Dr. Maniar for a portion of his medical insurance costs and all of Dr. Maniar's incentive stock
options that are unvested as of the date of such termination would fully vest as of the date of termination.

Stock Option and Other Compensation Plans

We maintain our 2013 Equity Compensation Plan for the purpose of attracting key employees, directors and consultants, inducing them to remain
with us and encouraging them to increase their efforts to make our business more successful. The plan provides for awards of stock options, stock appreciation rights, restricted stock, restricted
stock Units, deferred shares and other equity-based awards.

14

---





Table of Contents

The following table contains certain information regarding equity awards held by the named executive officers as of December 31, 2017:

Outstanding Equity Awards at 2017 Fiscal Year-End



Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Option
Exercise
Price ($)

Option
Expiration
DateRamesh Kumar


9,376





57.60


3/16/20205,251





61.30


12/9/20201,033





61.30


12/4/202118,754





132.80


12/18/202210,500





150.00


7/25/202313,500
(1)




134.80


12/20/202313,125
(1)

4,375


39.80


12/17/20245,833
(1)

2,917


23.20


4/15/20254,921
(1)

3,829


14.80


9/24/202514,644





6.50


1/25/202618,333
(2)

25,667


3.24


9/1/20264,224
(2)

8,449


2.65


12/15/202613,452
(2)

30,575


2.70


1/17/2027Steven Fruchtman


8,750
(1)

3,250


43.70


1/11/20252,333
(1)

1,167


24.80


4/19/20252,250
(1)

1,750


14.80


9/24/202512,410





6.50


1/25/202610,416
(2)

14,584


3.24


9/1/20262,533
(2)

5,066


2.65


12/15/20268,066
(2)

18,335


2.70


1/17/2027Manoj Maniar


5,625





57.60


3/16/20202,625





61.30


12/9/2020378





61.30


12/4/20213,000





132.80


12/18/2022500





150.00


7/25/20234,000
(1)




134.80


12/20/20234,500
(1)

1,500


39.80


12/17/20242,666
(1)

1,334


23.20


4/15/20252,250
(1)

1,750


14.80


9/24/202510,340





6.50


1/25/20267,083
(2)

9,917


3.24


9/1/20261,862
(2)

3,725


2.65


12/15/20265,931
(2)

13,482


2.70


1/17/2027


(1)Shares
vest in equal monthly installments over four years, 1/48th per month. The first shares vest one month after the date of grant.(2)Shares
vest in equal monthly installments over three years, 1/36th per month. The first shares vest one month after the date of grant.


15

---



Table of Contents

Potential Payments Upon Termination of Employment or Change in Control

As discussed under the caption "Employment Agreements" above, we have agreements with our named executive officers pursuant to
which they will receive severance payments upon certain termination events. The information below describes certain compensation that would be available under our existing plans and arrangements if
(i) the named executive officer was terminated as of December 31, 2017 or (ii) if a Change in Control, as defined herein, occurred on December 31, 2017 and the named
executive officer's employment had been subsequently terminated on the same date.

Acceleration of Equity Awards

Pursuant to the terms of each named executive officer's option agreements, in the event of a "Change in Control" that occurs during any time
prior to such named executive officer's Termination of Service (as such terms are defined in our 2013 Equity Compensation Plan) with us, all stock options granted pursuant to such option agreement
shall fully vest.

Termination Other than for Cause, Death or Disability; Resignation for Good Reason

The payments and benefits to which each named executive officer would be entitled in the event the named executive officer's employment is
terminated for any reason other than for cause, death, or disability, or if the named executive officer resigns for good reason, whether or not following a "change in control" is described above.

Director Compensation

The following table summarizes compensation paid to our non-employee directors in fiscal 2017.



Name

Fees Earned or
Paid in Cash ($)

Stock Option
Awards ($)(1)(3)

All Other
Compensation ($)

Total ($)Henry S. Bienen, Ph.D.


41,000


1,912





42,912Jerome E. Groopman, M.D.


33,000


1,912





34,912Michael B. Hoffman


68,000


2,549





70,549James J. Marino


41,000


1,912





42,912Viren Mehta


45,000


1,912





46,912E. Premkumar Reddy, Ph.D.


30,000


1,912


132,000
(2)

163,912Jack E. Stover


56,000


1,912





57,912


(1)Represents
the fair value of the shares and options on the date of grant, calculated in accordance with Accounting Standards Codification (ASC) No. 718, CompensationStock Compensation(ASC 718).(2)Represents
consulting fees paid to Dr. Reddy. See "Certain Relationships and Related Person Transactions."(3)At
December 31, 2017, the aggregate number of outstanding stock option awards held by each non-employee director was: Dr. Bienen9,275;
Dr. Groopman11,100; Mr. Hoffman19,951; Mr. Marino5,490; Dr. Mehta5,500; Dr. Reddy7,375; and
Mr. Stover4,500.


In
June 2013, our board of directors approved a non-employee director compensation policy, which became effective for all non-employee directors in July 2013. In December 2016, the board
of directors revised the policy to change the number of options board members would receive. In accordance with this policy, each non-employee director receives an annual base retainer of $30,000. In
addition, our non-employee directors receive the following cash compensation for board services, as applicable:



16

---



Table of Contents



All
amounts are paid in quarterly installments.

In
addition, newly appointed non-employee directors receive a one-time initial award of options to purchase 2,000 shares of our common stock, which vests annually over a three-year
period subject to the director's continued service on the board of directors. Thereafter, each non-employee director receives an annual award of options to purchase 1,500 shares of our common stock,
which vests monthly over a twelve-month period subject to the director's continued service on the board of directors. The chairman of our board of directors additionally receives an annual award of
options to purchase 500 shares of our common stock, which vests monthly over a twelve-month period subject to the director's continued service on the board of directors.

All
of our directors are eligible to receive additional discretionary awards under our 2013 Equity Compensation Plan, provided that non-employee directors may not receive incentive stock
options.

We
reimburse each non-employee director for out-of-pocket expenses incurred in connection with attending our board of directors and committee meetings. Compensation for our directors,
including cash and equity compensation, is determined, and remains subject to adjustment, by our board of directors.

17

---





Table of Contents

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Equity Compensation Plan Information

The following table summarizes the total number of outstanding options and shares available for other future issuances of options under all of
our equity compensation plans as of
December 31, 2017. All of the outstanding awards listed below were granted under our 2013 Equity Compensation Plan. See "Stock Option and Other Compensation Plans2013 Equity
Compensation Plan" above for a summary of the 2013 Equity Compensation Plan.



Plan Category

Number of Shares to
be Issued Upon
Exercise of
Outstanding
Options,
Warrants and Rights

Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and Rights

Number of Shares
Remaining Available
for Future Issuance
Under the Equity
Compensation Plan
(Excluding Shares in
First Column)Equity compensation plans approved by stockholders


894,996

$
40.41


57,632Equity compensation plans not approved by stockholders











In
accordance with the terms of the 2013 Equity Compensation Plan, on January 1, 2018, the maximum aggregate number of shares of Common Stock that may be issued under the plan was
automatically increased by 200,000 shares, such that immediately after such increase the number of shares remaining available for future issuance under the plan was 257,632.

18

---



Table of Contents

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial ownership of Common Stock as of March 31, 2018 by
(a) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of Common Stock, (b) each of our named executive officers, (c) each of our
directors, and (d) all of our executive officers and directors as a group.

The
percentage of Common Stock outstanding is based on 19,426,163 shares of Common Stock outstanding on March 31, 2018. For purposes of the table below, and in accordance with the
rules of the SEC, we deem shares of Common Stock subject to warrants and options that are currently exercisable or exercisable within sixty days of March 31, 2018 to be outstanding and to be
beneficially owned by the person holding the warrants and options for the purpose of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of
computing the percentage ownership of any other person. Except as otherwise noted, each of the persons or entities in this table has sole voting and investing power with respect to all of the shares
of Common Stock beneficially owned by him, her or it, subject to community property laws, where applicable. Except as otherwise noted below, the street address of each beneficial owner is c/o Onconova
Therapeutics, Inc., 375 Pheasant Run, Newtown, PA 18940.



Name and Address of Beneficial Owner

Number of
Shares
Beneficially
Owned

Percentage of
Shares
Beneficially
Owned5% or greater stockholders:The Michael and Jane Hoffman 2013


1,377,306


7.3
%Descendants Trust(1)
712 Fifth Avenue, 51st Fl.
New York, NY 10019Michael B. Hoffman(2)


1,407,252


7.4
%(Includes The Michael and Jane
Hoffman 2013 Descendants Trust)
712 Fifth Avenue, 51st Fl
New York, NY 10019Tyndall Capital Partners, L.P.(3)


1.387.646


12.4
%405 Park Avenue, Suite 1104
New York, NY 10022683 Capital Partners, LP, 683 Capital Management, LLC,
and Ari Zweiman(14)


2,664,934


14.4
%3 Columbus Circle, Suite 2205
New York, NY 10019Sabby Healthcare Master Fund, Ltd.,


561,163


5.21
%Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC and Hal Mintz(15)Sabby Healthcare Master Fund, Ltd.c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way, Camana Bay
Grand Cayman KY1-9007
Cayman Islands


19

---



Table of Contents



Name and Address of Beneficial Owner

Number of
Shares
Beneficially
Owned

Percentage of
Shares
Beneficially
OwnedSabby Volatility Warrant Master Fund, Ltd.c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way, Camana Bay
Grand Cayman KY1-9007
Cayman IslandsSabby Management, LLC10 Mountainview Road, Suite 205
Upper Saddle River, New Jersey 07458Hal Mintzc/o Sabby Management, LLC
10 Mountainview Road, Suite 205
Upper Saddle River, New Jersey 07458Armistice Capital, LLC, Armistice Capital Master Fund Ltd., and
Steven Boyd(16)


1,607,500


9.0
%Armistice Capital, LLC
510 Madison Avenue, 22nd Floor
New York, New York 10022Armistice Capital Master Fund Ltd.c/o dms Corporate Services Ltd.
20 Genesis Close
P.O. Box 314
Grand Cayman KY1-1104
Cayman IslandsSteven Boydc/o Armistice Capital, LLC
510 Madison Avenue, 22nd Floor
New York, New York 10022Other Directors, Director Nominees and Named Executive Officers:Henry S. Bienen, Ph.D.(5)


27,313


*Jerome E. Groopman, M.D.(6)


10,860


*Ramesh Kumar, Ph.D.(7)


292,209


1.6
%Manoj Maniar, Ph.D.(8)


58,820


*James J. Marino(9)


158,844


*Steven M. Fruchtman, M.D.(10)


69,500


*Viren Mehta(11)


19,752


*E. Premkumar Reddy, Ph.D.(4)


492,707


2.6
%Jack E. Stover(12)


3,060


*All current executive officers, directors and director nominees as a group (11 persons)(13)


2,586,633


13.3
%


*Represents
a beneficial ownership of less than one percent of our outstanding Common Stock.


20

---



Table of Contents

(1)Includes
396,633 shares of Common Stock issuable upon the exercise of warrants that are currently exercisable or exercisable within sixty days of March 31,
2018.(2)Includes
(i) 1,377,306 shares of Common Stock beneficially owned by the Michael and Jane Hoffman 2013 Descendants Trust of which Mr. Hoffman is donor,
(ii) 8,453 shares of Common Stock held by the Michael and Jane Hoffman 2013 Descendants Trust (Non-GST Exempt Trust) of which Mr. Hoffman is donor and (iii) 19,617 shares of
Common Stock subject to outstanding options that are exercisable within 60 days of February 16, 2018. Mr. Hoffman has no voting or dispositive power with regard to any of the
shares held by the Michael and Jane Hoffman 2013 Descendants Trust and the Michael and Jane Hoffman 2013 Descendants Trust (Non-GST Exempt Trust). A.J. Agarwal and Jane Hoffman, Mr. Hoffman's
spouse, as trustees, have voting and dispositive power with regard to the shares held by the Michael and Jane Hoffman 2013 Descendants Trust and the Michael and Jane Hoffman 2013 Descendants Trust
(Non-GST Exempt Trust).(3)Based
solely on a Schedule 13G/A filed with the SEC on February 14, 2018. The Schedule 13G/A was filed on behalf of Tyndall Capital
Partners, L.P. As of December 31, 2017, Tyndall Partners, L.P., a Delaware limited partnership held, 997,022 shares of Common Stock and warrants to purchase 390,624 shares of
Common Stock. Tyndall Capital Partners, L.P. is the general partner of Tyndall Partners, L.P. and possesses the sole power to vote and the sole power to direct the disposition of all the
shares and warrants. Jeffrey Management, LLC is the general partner of Tyndall Capital Partners, L.P. Jeffrey S. Hallis is the manager of Jeffrey Management, LLC.(4)Includes
106,875 shares of Common Stock issuable upon the exercise of warrants and options that are currently exercisable or exercisable within sixty days of
February 16, 2018.(5)Includes
14,589 shares of Common Stock issuable upon the exercise of warrants and options that are currently exercisable or exercisable within sixty days of
February 16, 2018.(6)Includes
10,850 shares of Common Stock issuable upon the exercise of options that are currently exercisable or exercisable within sixty days of February 16,
2018.(7)Includes
(i) 37,510 shares of Common Stock held by the Ramesh Kumar 2012 Trust and (ii) 189,982 shares of Common Stock subject to outstanding warrants
and options that are exercisable within 60 days of February 16, 2018. Dr. Kumar has voting and dispositive power with regard to the shares held by the Ramesh Kumar 2012 Trust.(8)Includes
58,770 shares of Common Stock issuable upon the exercise of options that are currently exercisable or exercisable within sixty days of February 16,
2018.(9)Includes
72,523 shares of Common Stock issuable upon the exercise of warrants and options that are currently exercisable or exercisable within sixty days of
February 16, 2018.(10)Includes
63,124 shares of Common Stock issuable upon the exercise of warrants and options that are currently exercisable or exercisable within sixty days of
February 16, 2018.(11)Includes
(i) 2,844 shares of Common Stock held jointly with Dr. Mehta's spouse, (ii) 806 shares of Common Stock held by Mehta
Partners, LLC, (iii) 174 shares of Common Stock held by Mehta Partners, LLC FBO Jean Marie Kiss IRA, (iv) 830 shares of Common Stock held by Viram Foundation and
(v) 5,250 shares of Common Stock subject to outstanding options that are exercisable within 60 days of February 16, 2018. Dr. Mehta, as managing member, has voting and
dispositive power with regard to the shares held by Mehta Partners, LLC. Dr. Mehta, as trustee, has voting and dispositive power with regard to the shares held by Mehta
Partners, LLC FBO Jean Marie Kiss IRA. Dr. Mehta, as trustee has voting and dispositive power with regard to the shares held by Viram Foundation.(12)Includes
3,050 shares of Common Stock issuable upon the exercise of options that are currently exercisable or exercisable within sixty days of February 16,
2018.


21

---



Table of Contents

(13)Includes
982,424 shares of Common Stock issuable upon the exercise of options that are currently exercisable or exercisable within sixty days of February 16,
2018.(14)Based
solely on a Form 4 (the "683 Capital Form 4") filed with the SEC on February 12, 2018, except that the 14.4% was calculated using the
2,664,934 share reported in the 683 Capital Form 4 divided by 18,526,163 shares of Common Stock outstanding on March 31, 2018. The 683 Capital Form 4 was filed jointly by 683
Capital Management, LLC ("683 Management"), 683 Capital Partners, LP ("683 Partners") and Ari Zweiman (collectively, the "683 Capital Reporting Persons"). According to the 683 Capital
Form 4, each of the 683 Capital Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common
Stock. Each of the 683 Capital Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. In addition, according
to the 683 Capital Form 4, as of February 8, 2018, 2,664,934 shares of Common Stock were held directly by 683 Partners. 683 Management is the investment manager of 683 Partners. Ari
Zweiman is the Managing Member of 683 Management. As a result, each of 683 Management and Ari Zweiman may be deemed to beneficially own the securities held by 683 Partners.(15)Based
solely on a Schedule 13G/A filed with the SEC on January 9, 2018. The Schedule 13G/A was filed by Sabby Healthcare Master
Fund, Ltd., Sabby Volatility Master Fund, Ltd. and Sabby Management, LLC. According to the Schedule 13G/A, as of December 31, 2017: (i) Sabby Healthcare
Master Fund, Ltd. and Sabby Volatility Master Fund, Ltd. beneficially own 440,300 and 120,863 shares of Common Stock, respectively, representing approximately 4.09% and 1.12% of Common
Stock, respectively, and (ii) Sabby Management, LLC and Hal Mintz each beneficially own 561,163 shares of Common Stock, representing approximately 5.21% of Common Stock. Sabby
Management, LLC and Hal Mintz do not directly own any shares of Common Stock, but each indirectly owns 561,163 shares of Common Stock. Sabby Management, LLC, a Delaware limited liability
company, indirectly owns 561,163 shares of Common Stock because it serves as the investment manager of Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd.,
Cayman Islands companies. Mr. Mintz indirectly owns 561,163 shares of Common Stock in his capacity as manager of Sabby Management, LLC.(16)Based
solely on a Schedule 13G filed with the SEC on February 20, 2018. The Schedule 13G was filed by Armistice Capital, LLC, Armistice
Capital Master Fund Ltd., and Steven Boyd. According to the Schedule 13G, Armistice Capital, LLC, Armistice Capital Master Fund Ltd. and Steven Boyd each had
(i) sole power to vote or direct the vote of 0 share, (ii) shares power to vote or direct the vote of 1,607,500 shares of Common Stock, or 9.0% of outstanding shares of Common Stock,
(iii) sole power to dispose or to direct the disposition of 0 share and (iv) shared power to dispose or direct the disposition of 1,607,500 shares of Common Stock, or 9.0% of outstanding
shares of Common Stock.


ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Review and Approval of Related Person Transactions

The audit committee of our board of directors is charged with the responsibility of reviewing and approving all related person transactions (as
defined in SEC regulations), and periodically reassessing any related person transaction that we enter to ensure continued appropriateness. This responsibility is set forth in our audit committee
charter. A related party transaction will only be approved if the audit committee determines that the transaction is in the best interests of the Company. If a director is involved in the transaction,
he or she will recuse himself or herself from all decisions regarding the transaction.

22

---





Table of Contents

The following is a description of transactions during fiscal 2017, to which we have been a party, in which the amount involved in the transaction exceeds the
lesser of $120,000 or 1% of total assets, and in which any of our current directors, executive officers or to our knowledge, beneficial owners of more than 5% of our capital stock or an affiliate or
immediate family member thereof, had or will have a direct or indirect material interest, other than the employment relationships with our executive officers and the related compensation solely
resulting from those employment relationships.

On
May 3, 2010, as subsequently amended, we entered into a research agreement with the Mount Sinai School of Medicine ("Mount Sinai"), with which E. Premkumar Reddy, Ph.D., a
member of our board of directors and the beneficial owner of more than 5% of our capital stock, is associated. The research is undertaken by Mount Sinai on our behalf. Mount Sinai, in connection with
us, will prepare applications for patents generated from the research. Results from all projects will belong exclusively to Mount Sinai, but we will have an exclusive option to license any inventions.
The initial term of the research agreement was one year with options to extend by mutual agreement. The term of the agreement has been extended through July 4, 2018. Payments to Mount Sinai for
the year ended December 31, 2017 were $351,000.

We
entered into a consulting agreement with E. Premkumar Reddy, Ph.D., a member of our board of directors and the beneficial owner of more than 5% of our capital stock, effective as of
January 1, 2012 for consulting services rendered in addition to his membership on our board of directors. The consulting agreement provided for a term of one year, unless renewed by mutual
agreement of the parties. The current term has been extended through December 31, 2018, unless sooner terminated in accordance with the terms of the agreement. The board member provides
consulting services to the Company on the terms set forth in the agreement. Payments to this board member for the year ended December 31, 2017 were $132,000.

See
"Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition" above for a discussion regarding the independence of the members of
our board of directors.

ITEM 14.    Principal Accountant Fees and Services.



The following table summarizes the fees of Ernst & Young LLP, our independent registered public accounting firm, billed to us for
each of the last two fiscal years.



Fee Category

Fiscal 20167

Fiscal 2016Audit Fees(1)

$
270,000

$
277,000Audit-Related Fees(2)


213,000


148,000Tax Fees(3)





42,000Total Fees

$
483,000

$
467,000​
​
​
​
​
​
​
​


(1)Audit
fees consist of fees for the audits of fiscal 2017 and 2016 and quarterly reviews of our consolidated financial statements and other professional services
provided in connection with statutory and regulatory filings or engagements.(2)Audit-related
fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and the review of our consolidated
financial statements and which are not reported under "Audit Fees."(3)Tax
fees for fiscal 2017 and fiscal 2016 include fees for tax advice, tax return preparation assistance and review.


23

---



Table of Contents

Pre-Approval Policies and Procedures

Our audit committee's policy is that all audit services and all non-audit services to be provided to us by our independent registered public
accounting firm must be approved in advance by the audit committee. The audit committee's approval procedures include the review and approval of engagement letters from our independent registered
public accounting firm that document the fees for all audit services and non-audit services, primarily tax advice and tax return preparation and review.

All
audit services and all non-audit services in fiscal 2017 were pre-approved by our audit committee. Our audit committee has determined that the provision of the non-audit services for
which these fees were rendered is compatible with maintaining the independent auditor's independence.

24

---



Table of Contents

PART IV

ITEM 15.    Exhibits and Financial Statement Schedules.

Financial Statements

Included in Part II, Item 8 of the Original Report.

Exhibits

See Exhibit Index.

25

---





Table of Contents

EXHIBIT INDEX



Exhibit Number

Exhibit Description3.1

Tenth Amended and Restated Certificate of Incorporation of Onconova Therapeutics, Inc.(Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 30, 2013).3.2

Amended and Restated Bylaws of Onconova Therapeutics, Inc.(Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 30, 2013).3.3

Certificate of Amendment to Tenth Amended and Restated Certificate of Incorporation of Onconova Therapeutics, Inc.(Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 31,
2016).3.4

Certificate of Designation of Series A Convertible Preferred Stock(Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on February 8, 2018).3.5

Certificate of Amendment to Tenth Amended and Restated Certificate of Incorporation of Onconova Therapeutics, Inc.,
as amended(Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on
March 22, 2018).4.1

Form of Certificate of Common Stock(Incorporated by reference to Exhibit 4.1 to Pre-Effective Amendment No. 1 the Company's Registration Statement on Form S-1 filed on
July 11, 2013).4.2

Eighth Amended and Restated Stockholders' Agreement, effective as of July 27, 2012, by and among Onconova
Therapeutics, Inc. and certain stockholders named therein(Incorporated by reference to Exhibit 4.2 to Pre-Effective
Amendment No. 1 to the Company's Registration Statement on Form S-1 filed on July 11, 2013).4.3

Amendment No. 1 to Eighth Amended and Restated Stockholders' Agreement, effective as of July 9, 2013(Incorporated by reference to Exhibit 4.2 to Pre-Effective Amendment No. 1 the Company's Registration Statement on
Form S-1 filed on July 11, 2013).4.4

Form of Warrant Certificate issued pursuant to Warrant Agreement, dated as of July 27, 2016, by and between
Onconova Therapeutics, Inc. and Wells Fargo Bank, N.A., as Warrant Agent(Incorporated by reference to Exhibit 4.1
to the Company's Quarterly Report on Form 10-Q filed on August 15, 2016).4.5

Warrant Agreement, dated as of July 27, 2016, by and between Onconova Therapeutics, Inc. and Wells Fargo Bank,
N.A., as Warrant Agent(Incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q
filed on August 15, 2016).4.6

Form of Pre-Funded Warrants issued as of July 27, 2016(Incorporated by reference to Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q filed on August 15, 2016).4.7

Form of Underwriter Warrant issued as of February 12, 2018(Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 8, 2018).4.8

Form of Preferred Stock Warrant issued as of February 12, 2018(Incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on February 8, 2018).4.9

Form of Pre-Funded Warrant issued as of February 12, 2018(Incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on February 8, 2018).


26

---



Table of Contents



Exhibit Number

Exhibit Description10.1*

Development and License Agreement, effective as of September 19, 2012, by and between Onconova Therapeutics, Inc.
and Baxter Healthcare SA(Incorporated by reference to Exhibit 10.1 to Pre-Effective Amendment No. 2 the
Company's Registration Statement on Form S-1 filed on July 18, 2013).10.2*

License Agreement, effective as of July 5, 2011, by and between Onconova Therapeutics, Inc. and SymBio
Pharmaceuticals Limited(Incorporated by reference to Exhibit 10.2 to Pre-Effective Amendment No. 2 the Company's
Registration Statement on Form S-1 filed on July 18, 2013).10.3*

First Amendment to License Agreement, effective as of September 2, 2011, by and between Onconova Therapeutics,
 Inc. and SymBio Pharmaceuticals Limited(Incorporated by reference to Exhibit 10.3 to the Company's Registration
Statement on Form S-1 filed on June 14, 2013).10.4*

License Agreement, effective as of January 1, 1999, by and between Onconova Therapeutics, Inc. and Temple
UniversityOf The Commonwealth System of Higher Education(Incorporated by reference to Exhibit 10.4 to the
Company's Registration Statement on Form S-1 filed on June 14, 2013).10.5*

Amendment to License Agreement, effective as of September 1, 2000, by and between Temple UniversityOf The
Commonwealth System of Higher Education and Onconova Therapeutics, Inc.(Incorporated by reference to Exhibit 10.5
to the Company's Registration Statement on Form S-1 filed on June 14, 2013).10.6*

Amendments to Exclusive License Agreement, effective as of March 21, 2013, by and between Temple UniversityOf
The Commonwealth System of Higher Education and Onconova Therapeutics, Inc.(Incorporated by reference to
Exhibit 10.6 to the Company's Registration Statement on Form S-1 filed on June 14, 2013).10.7*

Limited Liability Company Agreement of GBO, LLC, dated as of December 12, 2012, by and between Onconova
Therapeutics, Inc. and GVK Biosciences Private Limited(Incorporated by reference to Exhibit 10.12 to the Company's
Registration Statement on Form S-1 filed on June 14, 2013).10.8+

Onconova Therapeutics, Inc. 2007 Equity Compensation Plan, and forms of agreement thereunder(Incorporated by reference to Exhibit 10.13 to Pre-Effective Amendment No. 1 the Company's Registration Statement on Form S-1
filed on July 11, 2013).10.9+

Employment Agreement, effective as of July 1, 2015, by and between Onconova Therapeutics, Inc. and Ramesh
Kumar, Ph.D.(Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on
July 8, 2015).10.10+

Letter Agreement, effective as of January 1, 2016, by and between Onconova Therapeutics, Inc. and Ramesh Kumar,
 Ph.D.(Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on
February 17, 2016).10.11+

Amended and Restated Employment Agreement, effective as of July 1, 2015, by and between Onconova Therapeutics,
 Inc. and Thomas McKearn, M.D., Ph.D.(Incorporated by reference to Exhibit 10.2 to the Company's Current Report on
Form 8-K filed on July 8, 2015).10.12+

Amended and Restated Employment Agreement, effective as of July 1, 2015, by and between Onconova Therapeutics,
 Inc. and Ajay Bansal.(Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K
filed on July 8, 2015).10.13+

Consulting Agreement, effective as of January 1, 2012, by and between Onconova Therapeutics, Inc. and E.
Premkumar Reddy, Ph.D., including Consultant Agreement Renewal, dated February 27, 2013(Incorporated by reference to
Exhibit 10.23 to the Company's Registration Statement on Form S-1 filed on June 14, 2013).


27

---



Table of Contents



Exhibit Number

Exhibit Description10.14

Form of Indemnification Agreement entered into by and between Onconova Therapeutics, Inc. and each director and
executive officer(Incorporated by reference to Exhibit 10.24 to Pre-Effective Amendment No. 1 the Company's
Registration Statement on Form S-1 filed on July 11, 2013).10.15+

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 the Company's Registration Statement on Form S-1
filed on July 11, 2013).10.16+

Onconova Therapeutics, Inc. 2013 Performance Bonus Plan(Incorporated by reference to Exhibit 10.26 to Pre-Effective Amendment No. 1 the Company's Registration Statement on form S-1 filed on
July 11, 2013).10.17+

Employment Agreement, effective as of July 1, 2015, by and between Onconova Therapeutics, Inc. and
Dr. Manoj Manair(Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed
on July 8, 2015).10.18+

Employment Agreement, effective as of July 1, 2015, by and between Onconova Therapeutics, Inc. and Mark Guerin(Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 17,
2016).10.19+

Amended and Restated Employment Agreement, effective as of July 1, 2015, by and between Onconova Therapeutics,
 Inc. and Steven M. Fruchtman, M.D.(Incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on
Form 10-Q filed on August 13, 2015).10.20

Purchase Agreement between Onconova Therapeutics, Inc. and Lincoln Park Capital Fund, LLC, dated
October 8, 2015(Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed
on October 8, 2015).10.21

Dealer-Manager Agreement dated July 7, 2016, between Onconova Therapeutics, Inc. and Maxim Group LLC(Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 13,
2016).10.22

At Market Issuance Sales Agreement, dated December 5, 2016, between Onconova Therapeutics, Inc. and FBR
Capital Markets & Co.(Incorporated by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K filed on December 5, 2016).10.23+

Letter Agreement, effective as of January 1, 2017, by and between Onconova Therapeutics, Inc. and Ramesh
Kumar, Ph.D.(Incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K filed on
March 29,2017).21.1#

Subsidiaries of Onconova Therapeutics, Inc.(Incorporated by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K filed on March 16,2018).23.1#

Consent of Ernst & Young, LLP(Incorporated by reference to Exhibit 23.1 to the Company's Annual Report on Form 10-K filed on March 16, 2018).31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1#

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002(Incorporated by reference to Exhibit 23.1 to the Company's Annual
Report on Form 10-K filed on March 16, 2018).


28

---



Table of Contents



Exhibit Number

Exhibit Description32.2#

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002(Incorporated by reference to Exhibit 23.1 to the Company's Annual Report on
Form 10-K filed on March 16, 2018).


+Indicates
management contract or compensatory plan.*Confidential
treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and
Exchange Commission.#Previously
filed.


29

---





Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.



Date: April 25, 2018

Onconova Therapeutics, Inc.By:

/s/ RAMESH KUMAR Ramesh Kumar Chief Executive Officer


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated:



Signature

Title

Date/s/ RAMESH KUMAR, PH.D. Ramesh Kumar, Ph.D.

Director, President and Chief Executive Officer (Principal Executive Officer)

April 25, 2018/s/ MARK GUERIN Mark Guerin

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

April 25, 2018/s/ MICHAEL B. HOFFMAN Michael B. Hoffman

Chairman, Board of Directors

April 25, 2018/s/ HENRY S. BIENEN, PH.D. Henry S. Bienen, Ph.D.

Director

April 25, 2018/s/ JEROME E. GROOPMAN, M.D. Jerome E. Groopman, M.D.

Director

April 25, 2018/s/ JAMES J. MARINO James J. Marino

Director

April 25, 2018/s/ VIREN MEHTA Viren Mehta

Director

April 25, 2018/s/ E. PREMKUMAR REDDY, PH.D. E. Premkumar Reddy, Ph.D.

Director

April 25, 2018/s/ JACK E. STOVER Jack E. Stover

Director

April 25, 2018


---