Washington, DC 20549










Date of Report (Date of earliest event reported): August 14, 2017



Onconova Therapeutics, Inc.

(Exact name of Registrant as specified in its charter)








(State or Other Jurisdiction
of Incorporation or Organization)


File Number)


(I.R.S. Employer
Identification No.)


375 Pheasant Run
Newtown, PA 18940
(267) 759-3680

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)


Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o                                                            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o                                                            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)


o                                                            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o                                                            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





Item 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.


On August 14, 2017, Onconova Therapeutics, Inc. (the “Company”) informed Nasdaq that the Company is no longer in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2.5 million. In the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, the Company reported stockholders’ equity of approximately $0.4 million, which is below the minimum stockholders’ equity required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1). On August 16, 2017 the Company received a letter from Nasdaq confirming its noncompliance. In addition, as of August 16, 2017, the Company does not meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations.


This notification has no immediate effect on the listing of the Company’s securities on The Nasdaq Capital Market. Nasdaq has provided the Company with 45 calendar days, or until October 2, 2017, to submit a plan to regain compliance with the minimum stockholders’ equity standard. If the Company’s plan to regain compliance is accepted, Nasdaq may grant an extension until November 15, 2017, for the Company to regain compliance.


The Company is presently evaluating various courses of action to regain compliance and intends to timely submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rule 5550(b)(1). However, there can be no assurance that the Company’s plan will be accepted or that if it is, the Company will be able to regain compliance and maintain its listing on The Nasdaq Capital Market. If the Company’s plan to regain compliance is not accepted or if Nasdaq does not grant an extension until November 15, 2017 and the Company does not regain compliance by October 2, 2017, or if the Company fails to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that the Company’s securities will become subject to delisting. In such event, Nasdaq rules permit the Company to request a hearing before an independent Hearings Panel which has the authority to grant the Company an additional extension of time of up to 180 calendar days to regain compliance.






Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: August 18, 2017

Onconova Therapeutics, Inc.









Name: Mark Guerin



Title: Chief Financial Officer