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  Exhibit 4.5    
    


 
    Subscription Rights Statement    
    


IMPORTANT:
Retain a copy of this statement for your investment, tax and cost-basis records. 

 






					
	 	 	 	 	[Date]
	 	 	Subscription Rights	 	 
	Account Summary	 	 	 	Account # 9999999999




 

 STK2
05 KOFAX

1110 CENTRE POINT CURVE, TEST

MENDOTA HEIGHTS, MN 55120 




  


        THE
TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S PROSPECTUS DATED                , 2016 (THE "PROSPECTUS")
AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE THROUGH THE SEC'S INTERNET SITE AT HTTP://WWW.SEC.GOV AND AS SET FORTH IN THE "INSTRUCTIONS AS TO USE OF ONCONOVA
THERAPEUTICS, INC. RIGHTS STATEMENT" ACCOMPANYING THIS RIGHTS STATEMENT. 





THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN TIME, ON JULY 26, 2016, SUBJECT TO EXTENSION OR EARLIER
TERMINATION







        THIS CERTIFIES THAT the registered owner whose name is inscribed hereon and is the owner of the number of subscription rights ("Subscription Rights") set forth above. Each Subscription
Right entitles the holder thereof to subscribe for and purchase (the "Basic Subscription Right") one Unit of Onconova Therapeutics, a Delaware corporation, at a subscription price of $          
per Unit (the "Subscription Price"), pursuant to a rights offering (the "Rights Offering"), on the terms and subject to the conditions set forth in the Prospectus and the "Instructions as to Use of
Onconova Therapeutics, Inc. Subscription Rights Statement" accompanying this Rights Statement. Each Unit consists of one share of common stock, par value of $0.01 ("Common Stock"), and 0.75 of
a warrant ("Warrant") representing the right to purchase one share of Common Stock. Holders who fully exercise their Basic Subscription Rights are entitled to subscribe for additional Units that
remain unsubscribed
for as a result of any unexercised Basic Subscription Rights pursuant to the terms and conditions of the Rights Offering, subject to proration, as described in the Prospectus (the "Over-subscription
Privilege"). The Subscription Rights represented by this Rights Statement may be exercised by completing the appropriate forms on the reverse side hereof and by returning the full payment of the
subscription price for each Unit. If the subscriber attempts to exercise its Over-subscription Privilege and the Company is unable to issue the subscriber the full amount of Units requested, the
Subscription Agent will return to the subscriber any excess funds submitted as soon as practicable, without interest or deduction. The Subscription Rights may be exercised by duly completing
Section 1 on the reverse side hereof and by returning the full payment of the exercise price. THE RIGHTS EVIDENCED BY THIS RIGHTS STATEMENT MAY NOT BE EXERCISED UNLESS THE REVERSE SIDE HEREOF
IS PROPERLY COMPLETED AND DULY SIGNED, WITH A SIGNATURE MEDALLION GUARANTEE, IF APPLICABLE.

 


        By
completing and delivering this rights statement, the registered owner represents and warrants that they have the right, power and authority, and have taken all action necessary, to
exercise these 









rights
pursuant to the rights offering and to execute, deliver and exercise the Subscription Rights, and that they are not a person otherwise prevented by legal or regulatory restrictions from
exercising or acting on behalf of any such person on a non-discretionary basis. 

 






			
	o	 	Please change my address as indicated.

All registered holders MUST sign in Section 2 on reverse of statement.



 

 

STK2
05 KOFAX

1110 CENTRE POINT CURVE, TEST

MENDOTA HEIGHTS, MN 55120 




 
 

  SECTION 1. EXERCISE OF RIGHTS TO PURCHASE    
    


        The registered holder of this Subscription Rights Certificate is entitled to exercise the number of Subscription Rights shown in the
upper right hand corner of the Rights Statement and may subscribe for additional Units upon the terms and conditions specified in the Prospectus. The undersigned hereby notifies the Subscription Agent
of its irrevocable election to subscribe for Units in the following amounts. To subscribe for Units pursuant to your Basic Subscription Right, please complete lines (a) and (c) below. To
subscribe for additional Units pursuant to your Over-subscription Privilege, please also complete line (b).  


	(a)
	EXERCISE OF BASIC SUBSCRIPTION RIGHT:



  

  




	(b)
	EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE: If you have exercised your Basic Subscription Right in full, you
may subscribe for additional Units pursuant to your Over-subscription Privilege



  

  





	(c)
	OWNERSHIP LIMITATION; PRE-FUNDED WARRANTS: If you do not want your subscription for Units to result in
beneficial ownership of common stock above 4.99 percent of the common stock outstanding after the Rights Offering and wish to receive Pre-Funded Warrants in lieu of any common stock in excess
of those thresholds, please complete the following and contact the dealer-manager in accordance with the "Instructions as to Use of Onconova Therapeutics, Inc. Subscription Rights Statement."

 





o I
wish to receive Pre-Funded Warrants in lieu of any common stock in excess of 4.99% of the common stock outstanding after the Rights Offering.














Method of Payment:  


        A cashier's check, drawn on a U.S. bank payable to "Wells Fargo Shareowner Services". 





        Wire transfer of immediately available funds directly to the account maintained by Wells Fargo Shareowner Services, as Subscription Agent for purposes of accepting subscriptions in this
Rights Offering at Wells Fargo Bank NA ,ABA 121000248,Credit: Stock Transfer Clearing Account 000-10-67-899, For further credit to Onconova Therapeutics, Inc., and name of Subscription
Rights holder.




        FULL
PAYMENT MUST ACCOMPANY THIS FORM AND MUST BE MADE IN UNITED STATES DOLLARS BY A CASHIER'S CHECK DRAWN A U.S. BANK PAYABLE TO THE RIGHTS AGENT OR A WIRE TRANSFER MUST BE RECEIVED IN
ACCORDANCE WITH THE ENCLOSED INSTRUCTIONS. PERSONAL CHECKS WILL NOT BE ACCEPTED. 







 
 

  SECTION 2. SIGNATURE(S)    
    


        IMPORTANT: THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR, WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE FRONT OF THIS
RIGHTS STATEMENT. IF YOU ARE SIGNING ON BEHALF OF A REGISTERED SHAREHOLDER OR ENTITY YOU MUST SIGN IN YOUR LEGAL CAPACITY WITH YOUR SIGNATURE MEDALLION GUARANTEED. YOUR GUARANTOR (BANK/BROKER) WILL
REQUIRE PROOF OF YOUR AUTHORITY TO ACT. CONSULT YOUR GUARANTOR FOR THEIR SPECIFIC REQUIREMENTS. YOU OR YOUR GUARANTOR MAY ACCESS THE SECURITIES TRANSFER ASSOCIATION (STA) RECOMMENDED REQUIREMENTS
ON-LINE AT www.stai.org. 




  


OVERNIGHT
DELIVERY TO THE STREET ADDRESS BELOW BEST ENSURES RECEIPT BY THE EXPIRATION DATE. 


Return
this statement to 


By
Mail or Courier or Hand-Delivery to:

Wells Fargo Bank, N.A.

Voluntary Corporate Actions Department

1110 Centre Pointe Curve, Suite 101

Mendota Heights, MN 55120-4100 











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Exhibit 4.5


Subscription Rights Statement

SECTION 1. EXERCISE OF RIGHTS TO PURCHASE

SECTION 2. SIGNATURE(S)