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Onconova Announces Price Range and Change of Key Dates for Rights Offering

NEWTOWN, Pa., June 29, 2016 (GLOBE NEWSWIRE) -- Onconova Therapeutics, Inc. (NASDAQ:ONTX) (“Onconova” or the “Company”), a Phase 3 clinical-stage biopharmaceutical company focused on discovering and developing novel products to treat cancer, today announced it filed a registration statement amendment on Form S-1/A with the Securities and Exchange Commission (the "SEC") for a previously announced rights offering to its existing stockholders.

Under the proposed rights offering, Onconova will distribute 1.5 non-transferable subscription rights to purchase units per share of common stock or participating warrants. The Company today announced a revised record date of Thursday, July 7, 2016. Each right entitles the holder to purchase one unit at a subscription price per unit to be determined by the Company. The subscription price per unit is expected to be between $5.75 and $6.25. Each unit will consist of one share of common stock and 0.75 of a warrant, with each whole warrant exercisable to purchase one share of common stock at an exercise price of 120% of the subscription price per unit for 5 years from the date of issuance. Onconova has applied to list the warrants on NASDAQ, although there is no assurance that a sufficient number of subscription rights will be exercised so that the warrants will meet the minimum listing criteria to be accepted for listing on NASDAQ under the symbol “ONTXW.” After the one-year anniversary of issuance, the Company may redeem the Warrants for $0.001 per Warrant if the volume weighted average price of our common stock is greater than 300% of the exercise price, for each of 10 consecutive trading days.

The subscription rights are non-transferrable and may only be exercised during the anticipated subscription period commencing Friday, July 8 through 5:00 PM ET on Tuesday, July 26, 2016, unless extended.

The expected calendar for the rights offering is as follows:

  • Friday, July 1, 2016: Ownership Day – in order to be considered a stockholder of record
  • Thursday, July 7, 2016: Record Date
  • Friday, July 8, 2016: Distribution Date; Subscription Period Begins
  • Tuesday, July 26, 2016: Subscription Period Ends 5:00 pm ET*

*Unless extended in Onconova’s sole discretion

Holders who exercise their subscription rights in full will be entitled, if available, to subscribe for additional units that are not purchased by other shareholders.

Onconova plans to use the proceeds from the rights offering to continue funding INSPIRE, the Company’s ongoing global Phase 3 clinical trial of rigosertib IV in a population of patients with higher-risk myelodysplastic syndromes (MDS) after failure of hypomethylating agent (HMA) therapy. INSPIRE was initiated in the fourth quarter of 2015, and is now enrolling patients in the U.S. and Europe at more than 50 sites. The Company also plans to use a portion of the proceeds for other research and development activities, business development and general corporate purposes.

Onconova has engaged Maxim Group LLC as dealer-manager in the offering. Questions about the rights offering or requests for copies of the prospectus, when available, may be directed to Maxim Group LLC at 405 Lexington Avenue, New York, NY 10174, Attention Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3745.

A registration statement on Form S-1 relating to these securities has been filed by Onconova with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The rights offering, which is expected to commence following the effectiveness of the registration statement, will only be made by means of a prospectus. A preliminary prospectus relating to and describing the proposed terms of the rights offering has been filed with the SEC as a part of the registration statement and is available on the SEC’s web site at http://www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About INSPIRE

The INternational Study of Phase III IV RigosErtib, or INSPIRE, is based on guidance received from the U.S. Food and Drug Administration and European Medicines Agency and derives from the findings of the ONTIME Phase 3 trial. INSPIRE is a multi-center, randomized controlled study to assess the efficacy and safety of IV rigosertib in HR-MDS patients who had progressed on, failed to respond to, or relapsed after previous treatment with an HMA within the first nine months of initiation of HMA treatment. This time frame optimizes the opportunity to respond to treatment with an HMA prior to declaring treatment failure, as per NCCN Guidelines. The trial will enroll approximately 225 patients randomized at a 2:1 ratio into two treatment arms: IV rigosertib plus Best Supportive Care versus Physician’s Choice plus Best Supportive Care. The primary endpoint of INSPIRE is overall survival and an interim analysis is anticipated. Full details of the INSPIRE trial, such as inclusion and exclusion criteria, as well as secondary endpoints, can be found on clinicaltrials.gov (NCT02562443).

About Onconova Therapeutics, Inc.

Onconova Therapeutics is a Phase 3 clinical-stage biopharmaceutical company focused on discovering and developing novel products to treat cancer. Onconova's clinical and pre-clinical stage drug development candidates are derived from its extensive chemical library and are designed to work against specific cellular pathways that are important in cancer cells, while causing minimal damage to normal cells. In addition to rigosertib, the Company's most advanced product candidate, two other candidates are clinical stage, and several candidates are in pre-clinical stages. For more information, please visit http://www.onconova.com

Safe Harbor

Some of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. These statements relate to future events or Onconova Therapeutics, Inc.'s future operations, clinical development of Onconova's product candidates and presentation of data with respect thereto, regulatory approvals, expectations regarding the sufficiency of Onconova's cash and other resources to fund operating expenses and capital expenditures, Onconova's anticipated milestones and future expectations and plans and prospects. Although Onconova believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Onconova has attempted to identify forward-looking statements by terminology including “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately” or other words that convey uncertainty of future events or outcomes. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including Onconova’s need for additional financing and current plans and future needs to scale back operations if adequate financing is not obtained, the success and timing of Onconova’s clinical trials and regulatory approval of protocols, and those discussed under the heading “Risk Factors” in Onconova’s most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q. You should however review additional disclosures we make in our registration statement on Form S-1 for this offering that has been filed with the Securities and Exchange Commission.

Any forward-looking statements contained in this release speak only as of its date. Onconova undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.

Contact: Onconova Therapeutics Benjamin Hoffman, 267-759-3036 bhoffman@onconova.us

Source:Onconova Therapeutics