Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. __)*

 

ONCONOVA THERAPEUTICS, INC.

(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

68232V405

(CUSIP Number)

January 7, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨    Rule 13d-1(b)

x   Rule 13d-1(c)

¨    Rule 13d-1(d)

 

(Page 1 of 13 Pages)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

SCHEDULE 13G

 

CUSIP NO.  68232V405

Page 2 of 13

 

1	NAMES OF REPORTING PERSONS Lincoln Park Capital Fund, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 13,639,411
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 13,639,411
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,639,411
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.52%
12	TYPE OF REPORTING PERSON OO

 

 

SCHEDULE 13G

 

CUSIP NO.  68232V405

Page 3 of 13

 

1	NAMES OF REPORTING PERSONS Lincoln Park Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 13,639,411
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 13,639,411
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,639,411
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.52%
12	TYPE OF REPORTING PERSON OO

 

 

SCHEDULE 13G

 

CUSIP NO.  68232V405

Page 4 of 13

 

1	NAMES OF REPORTING PERSONS Rockledge Capital Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 13,639,411
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 13,639,411
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,639,411
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.52%
12	TYPE OF REPORTING PERSON CO

 

 

SCHEDULE 13G

 

CUSIP NO.  68232V405

Page 5 of 13

 

1	NAMES OF REPORTING PERSONS Joshua B. Scheinfeld
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 13,639,411
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 13,639,411
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,639,411
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.52%
12	TYPE OF REPORTING PERSON IN

 

 

SCHEDULE 13G

 

CUSIP NO.  68232V405

Page 6 of 13

 

1	NAMES OF REPORTING PERSONS Alex Noah Investors, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 13,639,411
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 13,639,411
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,639,411
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.52%
12	TYPE OF REPORTING PERSON CO

 

 

SCHEDULE 13G

 

CUSIP NO.  68232V405

Page 7 of 13

 

1	NAMES OF REPORTING PERSONS Jonathan I. Cope
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 13,639,411
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 13,639,411
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,639,411
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.52%
12	TYPE OF REPORTING PERSON IN

 

 

SCHEDULE 13G

 

CUSIP NO.  68232V405

Page 8 of 13

 

Item 1.

 

(a)

Name of Issuer:

 

Onconova Therapeutics, Inc., a Delaware corporation (“Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:

  

375 Pheasant Run Newtown, PA 18940

 

Item 2.

 

(a)

Name of Person Filing:

 

Lincoln Park Capital Fund, LLC (“LPC Fund”)

 

Lincoln Park Capital, LLC (“LPC”)

 

Rockledge Capital Corporation (“RCC”)

 

Joshua B. Scheinfeld (“Mr. Scheinfeld”)

 

Alex Noah Investors, Inc. (“Alex Noah”)

 

Jonathan I. Cope (“Mr. Cope” and, collectively with LPC Fund, LPC, RCC, Mr. Scheinfeld and Alex Noah, the “Reporting Persons”)

 

(b)

Address of Principal Business Office, or if None, Residence:

 

The address of the principal business office of each of the Reporting Persons is:

 

440 North Wells, Suite 410 Chicago, Illinois 60654

 

(c)

Citizenship:

 

LPC Fund is an Illinois limited liability company

 

LPC is an Illinois limited liability company

 

RCC is a Texas corporation

 

Mr. Scheinfeld is a United States citizen

 

Alex Noah is an Illinois corporation

 

Mr. Cope is a United States citizen

 

 

SCHEDULE 13G

 

CUSIP NO.  68232V405

Page 9 of 13

 

(d)

Title of Class of Securities:

 

Common Stock, $0.01 par value (“Common Stock”)

 

(e)

CUSIP Number:

 

68232V405

 

Item 3.

 

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

	(a)	¨	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
	(b)	¨	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240. 13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution ______________________

 

 

SCHEDULE 13G

 

CUSIP NO.  68232V405

Page 10 of 13

 

Item 4.

Ownership.

 

Reporting person		Amount beneficially owned1:				Percent of class2:				Sole power to vote or direct the vote:				Shared power to vote or to direct the vote:				Sole power to dispose or to direct the disposition of:				Shared power to dispose or to direct the disposition of:
Lincoln Park Capital Fund, LLC			13,639,411				6.52%				0				13,639,411				0				13,639,411
Lincoln Park Capital, LLC			13,639,411				6.52%				0				13,639,411				0				13,639,411
Rockledge Capital Corporation			13,639,411				6.52%				0				13,639,411				0				13,639,411
Joshua B. Scheinfeld			13,639,411				6.52%				0				13,639,411				0				13,639,411
Alex Noah Investors, Inc.			13,639,411				6.52%				0				13,639,411				0				13,639,411
Jonathan I. Cope			13,639,411				6.52%				0				13,639,411				0				13,639,411

 

1

Represents (i) 13,483,146 shares of Common Stock purchased by LPC Fund directly from the Issuer in a registered public offering of Common Stock on January 7, 2021 (the “January 2021 Public Offering”), (ii) 143,333 shares of Common Stock issuable upon exercise of Common Stock purchase warrants purchased by LPC Fund directly from the Issuer in May 2018 (the “May 2018 Warrants”), which are currently exercisable at a price of $1.60 per share (subject to adjustment as provided in the May 2018 Warrants) and expire on December 31, 2022, (iii) 6,265 shares of Common Stock issuable upon exercise of Common Stock purchase warrants purchased by LPC Fund directly from the Issuer in July 2016 (the “July 2016 Warrants”), which are currently exercisable at a price of $73.80 per share (subject to adjustment as provided in the July 2016 Warrants) and expire on July 21, 2021, and (iv) 6,667 shares of Common Stock issuable upon exercise of Common Stock purchase warrants purchased by LPC Fund directly from the Issuer in February 2018 (the “February 2018 Warrants”), which are currently exercisable at a price of $1.60 per share (subject to adjustment as provided in the February 2018 Warrants) and expire on December 31, 2022. Each of the May 2018 Warrants and the February 2018 Warrants includes a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of the warrants to the extent such issuance would cause the holder’s beneficial ownership of Common Stock (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 promulgated thereunder) to exceed 9.99% of the outstanding Common Stock. In addition, each of the May 2018 Warrants and the February 2018 Warrants includes a customary “cashless” exercise provision, which may be used to acquire underlying shares of Common Stock if at the time of exercise an effective registration statement registering the resale of such shares under the Securities Act of 1933, as amended (the “Securities Act”), is not available to the warrant holder.

 

2

Based on information contained in the Issuer’s final prospectus supplement dated January 7, 2021 to the Issuer’s prospectus dated May 18, 2020, filed with the Securities and Exchange Commission (the “SEC”) on January 8, 2021, there were a total of 206,694,891 shares of Common Stock outstanding as of January 7, 2021, which number of outstanding shares includes the 13,483,146 shares of Common Stock purchased by LPC Fund directly from the Issuer in the January 2021 Public Offering, and excludes (i) the 143,333 shares of Common Stock issuable upon exercise of the May 2018 Warrants, (ii) the 6,265 shares of Common Stock issuable upon exercise of the July 2016 Warrants, and (iii) the 6,667 shares of Common Stock issuable upon exercise of the February 2018 Warrants, as set forth in Footnote 1 above. The percentage is calculated as of January 7, 2021, and includes the 13,483,146 shares of Common Stock purchased by LPC Fund directly from the Issuer in the January 2021 Public Offering and are currently outstanding, and also assumes that all of the shares of Common Stock currently underlying the May 2018 Warrants, the July 2016 Warrants and the February 2018 Warrants were issued and outstanding as of January 7, 2021.

 

 

SCHEDULE 13G

 

CUSIP NO.  68232V405

Page 11 of 13

 

As of January 7, 2021, LPC Fund beneficially owned, directly, the following securities of the Issuer 13,639,411 shares of Common Stock, consisting of: (i) 13,483,146 shares of Common Stock purchased by LPC Fund directly from the Issuer in the January 2021 Public Offering; (ii) 143,333 shares of Common Stock currently underlying the May 2018 Warrants, which warrants were outstanding and exercisable as of January 7, 2021; (iii) 6,265 shares of Common Stock currently underlying the July 2016 Warrants, which warrants were outstanding and exercisable as of January 7, 2021; and (v) 6,667 shares of Common Stock currently underlying the February 2018 Warrants, which warrants were outstanding and exercisable as of January 7, 2021.

 

Each of the May 2018 Warrants and the February 2018 Warrants includes a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of the warrants to the extent such issuance would cause the holder’s beneficial ownership of Common Stock (as calculated pursuant to Section 13(d) of the Exchange Act, and Rule 13d-3 promulgated thereunder) to exceed 9.99% of the outstanding Common Stock. In addition, each of the May 2018 Warrants and the February 2018 Warrants includes a customary “cashless” exercise provision, which may be used to acquire underlying shares of Common Stock if at the time of exercise an effective registration statement registering the resale of such shares under the Securities Act is not available to the warrant holder.

 

LPC is the Managing Member of LPC Fund.  RCC and Alex Noah are the Managing Members of LPC.  Mr. Scheinfeld is the president and sole shareholder of RCC, as well as a principal of LPC.  Mr. Cope is the president and sole shareholder of Alex Noah, as well as a principal of LPC. As a result of the foregoing, Mr. Scheinfeld and Mr. Cope have shared voting and shared investment power over the shares of Common Stock of the Issuer held directly by LPC Fund.

 

Pursuant to Section 13(d) of the Act and the rules thereunder, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope may be deemed to be a beneficial owner of the shares of Common Stock of the Issuer beneficially owned directly by LPC Fund.

 

Pursuant to Rule 13d-4 of the Act, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope disclaims beneficial ownership of the shares of Common Stock of the Issuer held directly by LPC Fund.

 

 

SCHEDULE 13G

 

CUSIP NO.  68232V405

Page 12 of 13

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

 

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SCHEDULE 13G

 

CUSIP NO.  68232V405

Page 13 of 13

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  January 8, 2021

 

LINCOLN PARK CAPITAL FUND, LLC				LINCOLN PARK CAPITAL, LLC
BY: LINCOLN PARK CAPITAL, LLC				BY: ROCKLEDGE CAPITAL CORPORATION
BY: ROCKLEDGE CAPITAL CORPORATION
By:	/s/ Joshua B. Scheinfeld			By:	/s/ Joshua B. Scheinfeld
	Name:	Joshua B. Scheinfeld			Name:	Joshua B. Scheinfeld
	Title:	President			Title:	President
LINCOLN PARK CAPITAL FUND, LLC				LINCOLN PARK CAPITAL, LLC
BY: LINCOLN PARK CAPITAL, LLC				BY: ALEX NOAH INVESTORS, INC.
BY: ALEX NOAH INVESTORS, INC.
By:	/s/ Jonathan I. Cope			By:	/s/ Jonathan I. Cope
	Name:	Jonathan I. Cope			Name:	Jonathan I. Cope
	Title:	President			Title:	President
ROCKLEDGE CAPITAL CORPORATION				ALEX NOAH INVESTORS, INC.
By:	/s/ Joshua B. Scheinfeld			By:	/s/ Jonathan I. Cope
	Name:	Joshua B. Scheinfeld			Name:	Jonathan I. Cope
	Title:	President			Title:	President
JOSHUA B. SCHEINFELD				JONATHAN I. COPE
/s/ Joshua B. Scheinfeld				/s/ Jonathan I. Cope
Name: Joshua B. Scheinfeld				Name: Jonathan I. Cope

 

 

LIST OF EXHIBITS

 

Exhibit No.		Description
1		Joint Filing Agreement