Onconova Therapeutics : May 28, 2021 - Proxy Statements

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))☒Definitive Proxy Statement
• Definitive Additional Materials
• Soliciting Material under§240.14a-12

ONCONOVA THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• No fee required.

• Fee computed on table below per Exchange Act Rules14a-6(i)(1) and 0-11.
• 1. Title of each class of securities to which transaction applies:
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     11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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• Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Onconova Therapeutics, Inc.

375 Pheasant Run

Newtown, PA 18940 USA

May 28, 2021

Dear Stockholder,

We cordially invite you to attend our 2021 Annual Meeting of Stockholders to be held at 3:00 p.m. Eastern Daylight Time on Friday, June 25, 2021. Due to COVID-19, and in keeping with the government and Center for Disease Control's guidelines on such pandemic, the 2021 Annual Meeting of Stockholders will be held virtually via the Internet at www.virtualshareholdermeeting.com/ONTX2021 (the "Annual Meeting"). Our annual meeting will be a "virtual meeting" of stockholders, which will be conducted exclusively via the internet at a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the annual meeting in person. Instructions on how to participate in the Annual Meeting and demonstrate proof of stock ownership are posted at www.virtualshareholdermeeting.com/ONTX2021 and your proxy card. This means that you can attend the annual meeting online, vote your shares electronically and submit questions during the online meeting by visiting the above-mentioned website. We believe that hosting a "virtual meeting" will enable greater stockholder attendance and participation from any location around the world. The attached Notice of Annual Meeting and Proxy Statement describes the business we will conduct at the meeting and provides information about Onconova Therapeutics, Inc. that you should consider when you vote your shares.

Your vote is very important, regardless of the number of shares you hold. Whether or not you plan to attend the meeting (via the virtual meeting), please carefully review the enclosed Proxy Statement and then cast your vote.

We hope that you will join us virtually on June 25, 2021.

Sincerely,

/s/ Steven M. Fruchtman, M.D.

Steven M. Fruchtman, M.D.

President and Chief Executive Officer

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Onconova Therapeutics, Inc.

375 Pheasant Run

Newtown, PA 18940

Notice of 2021 Annual Meeting of Stockholders

NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting (the "Annual Meeting") of Stockholders of Onconova Therapeutics, Inc., a Delaware corporation (the "Company"), will be held on:

Date:	June 25, 2021
Time:	3:00 p.m. Eastern Daylight Time
Place:	www.virtualshareholdermeeting.com/ONTX2021
Purposes:	1.	To elect six directors, each to hold office until the 2022 Annual Meeting of
		Stockholders and until his or her successor is elected and qualified;
	2.	To consider and vote upon the 2021 Incentive Compensation Plan (the
		"Incentive Plan Proposal");
	3.	To approve, on an advisory basis, the compensation of our named executive
		officers;.
	4.	To consider and vote upon the ratification of the selection of Ernst & Young
		LLP as our independent registered public accounting firm for the fiscal year
		ending December 31, 2021;
	5.	To consider and vote upon a proposal to adjourn the Annual Meeting, if
		necessary, to solicit additional proxies in the event that there are not
		sufficient votes at the time of the Annual Meeting to approve the Incentive
		Plan Proposal; and
	6.	To transact such other business as may properly come before the Annual
		Meeting or any adjournments or postponements thereof.
Record Date:	The Board of Directors has fixed the close of business on May 28, 2021 as the
	record date for determining stockholders entitled to notice of, and to vote at, the
	Annual Meeting or any adjournment or postponement thereof.

The Company has enclosed a copy of the proxy statement, the proxy card and the Company's annual report to stockholders for the year ended December 31, 2020 (the "Annual Report"). The proxy statement, the proxy card and the Annual Report are also available on the Company's website at www.onconova.com.

Your vote is important.Whether or not you plan to attend the meeting, we urge you to vote as soon as possible by submitting your proxy. You may vote your proxy three different ways: by mail, via the internet, or by telephone. You may also be entitled to vote in person (via the virtual meeting) at the meeting. Please refer to detailed instructions included in the accompanying proxy statement.

FOR THE BOARD OF DIRECTORS /s/ Steven M. Fruchtman, M.D.

Steven M. Fruchtman, M.D.

President and Chief Executive Officer

Newtown, PA

May 28, 2021

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TABLE OF CONTENTS
General Information	1
Proposal One - Election of Directors	5
Proposal Two - 2021 Incentive Compensation Plan	14
Proposal Three - Advisory vote on executive compensation	25
Proposal Four - Ratification of the selection of Ernst & Young LLP as our independent registered
public accounting firm for the fiscal year ending December 31, 2021	26
Proposal Five - Authorization of an adjournment of the Annual Meeting, if necessary, to solicit
additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting
to approve the Incentive Plan Proposal	27
Report of Audit Committee	28
Security Ownership of Certain Beneficial Owners and Management	29
Certain Relationships and Related Person Transactions	31
Executive Compensation	32
Other Matters	38

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Onconova Therapeutics, Inc.

375 Pheasant Run

Newtown, PA 18940

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 25, 2021

GENERAL INFORMATION

This Proxy Statement is furnished to stockholders of Onconova Therapeutics, Inc., a Delaware corporation ("we," "us," or the "Company"), in connection with the solicitation by our Board of Directors of proxies for use at our 2021 Annual Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting is scheduled to be held at 3:00 p.m. Eastern Daylight Time on Friday, June 25, 2021, at a virtual location. We anticipate that this Proxy Statement and the enclosed form of proxy will be mailed to stockholders on or about May 28, 2021.

At the Annual Meeting, stockholders will be asked to consider and vote upon: (1) the election of six directors, each to hold office until the 2022 Annual Meeting of Stockholders and until his or her successor is elected and qualified; (2) a proposal to adopt and approve the 2021 Incentive Compensation Plan; (3) a proposal to approve, on an advisory basis, of the compensation of our named executive officers; (4) the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; (5) a proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve the Incentive Plan Proposal; and (6) such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

On May 20, 2021, the Company amended its certificate of incorporation to effect a one-for-fifteen reverse stock split of its common stock (the "Reverse Stock Split"). All common stock, equity, share and per share amounts included in this Proxy Statement have been retroactively adjusted to reflect the Reverse Stock Split.

Voting Rights and Votes Required

The close of business on May 28, 2021 has been fixed as the record date for the determination of

stockholders entitled to receive notice of and to vote at the Annual Meeting. As of the close of business on such date, we had outstanding and entitled to vote 15,780,936 shares of our common stock, par value $0.01 per share. Holders of the Company's Series A Convertible Preferred Stock or Series B Convertible Preferred Stock are not entitled to vote at the Annual Meeting. You may vote your shares of common stock in person (all references to "present" or "in person" in this proxy statement relate to the virtual presence at the Annual Meeting) or by proxy. You may submit your proxy by telephone, via the Internet or by completing the enclosed proxy card and mailing it in the envelope provided. Stockholders who hold shares in "street name" should refer to their proxy card or the information forwarded by their bank, broker or other nominee for instructions on the voting options available to them. To vote in person at the virtual meeting, you may attend the Annual Meeting and deliver your completed proxy card electronically or vote your shares electronically during the virtual meeting.

The presence at the Annual Meeting, whether in person or by valid proxy, of a majority of the shares of our common stock entitled to vote will constitute a quorum, permitting us to conduct our business at the Annual Meeting. The record holder of each share of common stock entitled to vote at the Annual Meeting will have one vote for each share so held. Abstentions and broker non-votes will count for quorum purposes.

If a broker that is a record holder of common stock does not return a signed proxy, the shares of common stock represented by such proxy will not be considered present at the Annual Meeting and will not be counted toward establishing a quorum. If a broker that is a record holder of common stock does return a signed proxy, but is not authorized to vote on one or more matters (with respect to each such matter, a "broker non-vote"), the shares of common stock represented by such proxy will be considered present at the Annual Meeting for purposes of determining the presence of a quorum. A broker that is a