UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 15, 2022 the Board of Directors (the “Board”) of Onconova Therapeutics, Inc. (the “Company”) increased the size of the Board to eight members and, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Peter Atadja, Ph.D. and Trafford Clarke, Ph.D. as members of the Board, effective immediately. Dr. Atadja’s term and Dr. Clarke’s term will expire at the Company’s 2023 Annual Meeting of Stockholders.
The Board also has appointed Dr. Atadja as the Chairperson of the Nominating and Corporate Governance of the Board and Dr. Clarke as a member of the Compensation Committee of the Board.
As non-employee directors, each of Dr. Atadja and Dr. Clarke will receive cash and equity compensation paid by the Company pursuant to its non-employee director compensation program as described in the Company’s proxy statement, including a one-time grant of an option to purchase 100,000 shares of the Company’s common stock . There are no arrangements or understandings between Dr. Atadja and any other persons or Dr. Clarke and any other person pursuant to which each of them was selected as a director, and there are no transactions between Dr. Atadja and the Company or Dr. Clarke and the Company that would require disclosure under Item 404(a) of Regulation S-K. In addition, the Company will enter into indemnification agreements with Dr. Atadja and Dr. Clarke in connection with their appointment to the Board which will be in substantially the same form as that entered into with the other directors of the Company.
A copy of the Company’s press release announcing the appointments of Dr. Atadja and Dr. Clarke is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits. | ||
| Exhibit No. | Exhibit | |
| 99.1 | Press release issued by the Company dated December 19, 2022 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
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: December 19, 2022 | Onconova Therapeutics, Inc. | |
| By: | /s/ MARK GUERIN | |
| Name: Mark Guerin | ||
| Title: Chief Operating Officer & Chief Financial Officer | ||