] 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
