PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT ONCONOVA THERAPEUTICS, INC.Onconova Therapeutics, Inc. • September 25th, 2019 • Pharmaceutical preparations
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 23, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of September 20, 2019.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 19th, 2019 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, 2019, between Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT ONCONOVA THERAPEUTICS, INC.Onconova Therapeutics, Inc. • November 26th, 2019 • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 21, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain engagement letter, dated as of September 20, 2019, by and between the Company and H.C. Wainwright & Co., LLC (the “Engagement Letter”).
COMMON STOCK PURCHASE WARRANT ONCONOVA THERAPEUTICS, INC.Common Stock Purchase Warrant • December 19th, 2019 • Onconova Therapeutics, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [___]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2019 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September [ ], 2019, between Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 8th, 2015 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 8, 2015, by and between ONCONOVA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2020 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2019, between Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ONCONOVA THERAPEUTICS, INC. Shares of Common Stock (par value $0.01 per share) At Market Issuance Sales AgreementOnconova Therapeutics, Inc. • December 5th, 2016 • Pharmaceutical preparations • New York
Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with FBR Capital Markets & Co. (the “Agent”), as follows:
ONCONOVA THERAPEUTICS, INC. Common Stock ($0.01 par value per share) Sales AgreementSales Agreement • May 17th, 2019 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • New York
Onconova Therapeutics, Inc. a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows:
PURCHASE AGREEMENTPurchase Agreement • October 8th, 2015 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of October 8, 2015, by and between ONCONOVA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT ONCONOVA THERAPEUTICS, INC.Onconova Therapeutics, Inc. • December 19th, 2019 • Pharmaceutical preparations
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 17, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This warrant is being issued pursuant to that certain engagement letter, dated as of December 6, 2019, by and between the Company and H.C. Wainwright & Co., LLC.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 13th, 2017 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2024 • Traws Pharma, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is dated as of April 1, 2024, by and among Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ONCONOVA THERAPEUTICS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 20th, 2021 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), Onconova Therapeutics, Inc., a company organized under the laws of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.01 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
ONCONOVA THERAPEUTICS, INC. DEALER-MANAGER AGREEMENT July 7, 2016Dealer-Manager Agreement • July 13th, 2016 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • New York
The following (this “Agreement”) will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.01 per share (the “Common Stock”) and to holders of certain of its outstanding warrants to purchase approximately 96,842 shares of common stock, issued on January 11, 2016 (the “Participating Warrants”), who are entitled to participate in such offering pursuant to the terms of such warrants, subscription rights (the “Rights”) to subscribe for up to an aggregate of 4,256,186 units (the “Units”), each Unit consisting of one share of Common Stock (the “Rights Shares”) and 0.75 of a warrant representing the right to purchase one share of Common Stock at an exercise price of $5.88 per share (the “Rights Warrants”), at a subscription price of $4.90 per Unit in cash (the “Subscriptio
Onconova Therapeutics, Inc. Shares (1) Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • July 18th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • New York
Leerink Swann LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT ONCONOVA THERAPEUTICS, INC.Onconova Therapeutics, Inc. • January 3rd, 2020 • Pharmaceutical preparations
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 3, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This warrant is being issued pursuant to that certain engagement letter, dated as of December 6, 2019, by and between the Company and H.C. Wainwright & Co., LLC.
WARRANT AGREEMENTWarrant Agreement • August 15th, 2016 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 27, 2016, is by and between Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., as the Warrant Agent (the “Warrant Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2018 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
This Amended and Restated Employment Agreement (the “Agreement”) is effective as of June 19, 2018 (the “Effective Date”) between Onconova Therapeutics, Inc., a Delaware corporation (the “Company”) and Steven Fruchtman, M.D. (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2015 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
This Employment Agreement (the “Agreement”) is effective as of January 12, 2015 (the “Effective Date”) between Onconova Therapeutics, Inc., a Delaware corporation (hereinafter the “Company”) and Steven Fruchtman, M.D. (hereinafter “Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2024 • Traws Pharma, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 1, 2024, by and among ONCONOVA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
] Shares of Common Stock Pre-Funded Warrants to Purchase [ ] Shares of Common Stock and [ ] Warrants to Purchase [ ] Shares of Series B Convertible Preferred Stock Onconova Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2018 • Onconova Therapeutics, Inc. • Pharmaceutical preparations
Common Stock ONCONOVA THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2021 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • New York
Guggenheim Securities, LLC As Representative of the several Underwriters named in Schedule I attached hereto c/o Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Delaware
WHEREAS, Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), and Dr. Manoj Maniar (the “Employee”) entered into an employment agreement (the “Agreement”) dated as of August 1, 2005.
ONCONOVA THERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2023 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
This Employment Agreement (the “Agreement”) between Onconova Therapeutics, Inc., a Delaware corporation (the “Company”) and Victor Mandla Moyo, MBChB. (“Employee”) is effective as of the date of the Employee’s commencement of employment with the Company, which is expected to be no later than October 2, 2023 (the “Effective Date”).
LICENSE AGREEMENTLicense Agreement • July 18th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Delaware
WHEREAS, Onconova is developing a pharmaceutical product in the United States under the trademark Estybon™ for use in oncology, and owns or controls certain proprietary technology, know-how and information relating to such product;
EIGHTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTJoinder Agreement • July 11th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS EIGHTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) made as of July 27, 2012, by and among Onconova Therapeutics, Inc., a Delaware corporation (the “Corporation”), the persons listed as owners of Series A Preferred Stock on Schedule I hereto (the “Series A Investors”), the persons listed as owners of Series B Preferred Stock on Schedule I hereto (the “Series B Investors”), the persons listed as owners of Series C Preferred Stock on Schedule I hereto (the “Series C Investors”), the persons listed as owners of Series D Preferred Stock on Schedule I hereto (the “Series D Investors”), the persons listed as owners of Series E Preferred Stock on Schedule I hereto (the “Series E Investors”), the persons listed as owners of Series F Preferred Stock on Schedule I hereto (the “Series F Investors”), the persons listed as owners of Series G Preferred Stock and/or Warrants to purchase Series G Preferred Stock (the “Series G Warrants”) on Schedule I hereto (the “Series G Inve
SECURITIES PURCHASE AGREEMENT By and Between ONCONOVA THERAPEUTICS, INC. and HANX BIOPHARMACEUTICALS, INC. Dated as of May 10, 2019Securities Purchase Agreement • August 14th, 2019 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2019 (the “Signing Date”), by and between Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), and HanX Biopharmaceuticals, Inc., a limited liability company established under the laws of the People’s Republic of China (the “Purchaser”).
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations
This Amendment Agreement is made and entered into as of September 1, 2000, by and between Temple University — Of The Commonwealth System of Higher Education (“TEMPLE”) and Onconova Therapeutics Inc. (“ONCONOVA”).
] Shares of Common Stock Pre-Funded Warrants to Purchase [ ] Shares of Common Stock and Warrants to Purchase [ ] Shares of Series A Convertible Preferred Stock Onconova Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2018 • Onconova Therapeutics, Inc. • Pharmaceutical preparations
Onconova Therapeutics, Inc. a Delaware corporation (the “Company”), proposes to issue and sell to H.C. Wainwright & Co., LLC (the “Underwriter”) an aggregate of [·] units (the “Units”) and [·] pre-funded units (“Pre-Funded Units”) representing (i) an aggregate of (a) [·] shares (the “Firm Shares”) of the common stock, par value $0.01 per share, of the Company (“Common Stock”) and (b) pre-funded warrants to purchase [·] shares of Common Stock at an exercise price of $0.01 per share (the “Pre-Funded Warrants”); and (ii) warrants (the “Firm Warrants” and, collectively with the Firm Shares and the Pre-Funded Warrants, the “Firm Securities”) to purchase an aggregate of [·] shares of the Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (“Series A Preferred Stock”). The amount and form of the Firm Securities to be purchased by the Underwriter is set forth opposite its name on Schedule I hereto. The Company also proposes to sell to the Underwriter, at the option
DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”) is entered into on this 19th day of September, 2012 (the “Effective Date”), by and between Onconova Therapeutics, Inc., a company organized under the laws of the State of Delaware with its principal place of business at 375 Pheasant Run, Newtown, PA 18490 (“Onconova”) and Baxter Healthcare SA, a company organized under the laws of the Switzerland with its principal place of business at Thurgauerstrasse 130 8152 Glattpark (Opfikon) Switzerland (“Baxter”). Onconova and Baxter may each be referred to herein individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO AGREEMENTTo Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment to Agreement, effective June 23, 2011, is by and between THE LEUKEMIA & LYMPHOMA SOCIETY (“LLS”), a Delaware corporation, business at 1311 Mamaroneck Ave, White Plains, NY and ONCONOVA THERAPEUTICS (“ONCONOVA”), a Delaware corporation having its principal place of business at 375 Pheasant Run, Newtown, PA.
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS FIRST AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is entered into effective as of September 2, 2011, by and between Onconova Therapeutics, Inc, (“Onconova”), and SymBio Pharmaceuticals Limited (“SymBio”) (each, a “Party” and together, “the “Parties”), with respect to the following facts:
SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE WARRANT ONCONOVA THERAPEUTICS, INC.Onconova Therapeutics, Inc. • April 30th, 2018 • Pharmaceutical preparations • New York
THIS PREFERRED STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the 18-month anniversary of the date (the “Charter Amendment Date”) on which the Company (as defined below) publicly announces through the filing of a Current Report on Form 8-K that the amendment to the Company’s certificate of incorporation to sufficiently increase the Company’s authorized shares of Common Stock to cover the conversion of all then-outstanding shares of Preferred Stock into Common Stock has been filed with the Secretary of State of the State of Delaware (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date should be the immediately following Trading Day but not thereafter, to
CONSULTING AGREEMENTConsulting Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
