0000905718-19-000947.txt : 20191118 0000905718-19-000947.hdr.sgml : 20191118 20191118160505 ACCESSION NUMBER: 0000905718-19-000947 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191118 DATE AS OF CHANGE: 20191118 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Onconova Therapeutics, Inc. CENTRAL INDEX KEY: 0001130598 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87566 FILM NUMBER: 191227609 BUSINESS ADDRESS: STREET 1: 375 PHEASANT RUN CITY: NEWTOWN STATE: PA ZIP: 18940 BUSINESS PHONE: 267-759-3681 MAIL ADDRESS: STREET 1: 375 PHEASANT RUN CITY: NEWTOWN STATE: PA ZIP: 18940 FORMER COMPANY: FORMER CONFORMED NAME: ONCONOVA THERAPEUTICS, INC. DATE OF NAME CHANGE: 20090526 FORMER COMPANY: FORMER CONFORMED NAME: ONCONOVA THERAPEUTICS INC DATE OF NAME CHANGE: 20001226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TYNDALL CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0001219314 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 150 EAST 58TH STREET STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10155 BUSINESS PHONE: 212-446-2466 MAIL ADDRESS: STREET 1: 150 EAST 58TH STREET STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10155 SC 13G/A 1 onconova_13gam3nov82019.htm SC 13G/A

 

THE UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

 

Onconova Therapeutics, INC.

(Name of Issuer)

 

Common STOCK, $0.01 par value PER SHARE

(Title of Class of Securities)

 

68232V306

(CUSIP Number)

 

November 8, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

[   ]   Rule 13d-1(b)

[X]   Rule 13d-1(c)

[   ]   Rule 13d-1(d)

 

 

 

  

 

*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 in 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).

 

 
 

 

 

CUSIP NO.  68232V306
(1) Names of Reporting Persons.   
 

Tyndall Capital Partners, L.P.

 
(2) Check the Appropriate Box if a Member of a Group (a) [   ]  
  (b) [   ]  
     
(3) SEC Use Only
(4) Citizenship or Place of Organization:   State of Delaware
     
Number of Shares Beneficially Owned By Each Reporting
Person With
  (5) Sole Voting Power: 499,041*   
(6) Shared Voting Power:  
(7) Sole Dispositive Power: 499,041*  
(8) Shared Dispositive Power: 0  
     
               

 

(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 499,041*  
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):  
(11) Percent of Class Represented by Amount in Row (9): 6.1%*  
(12) Type of Reporting Person (See Instructions):    PN

 

*Based on 8,197,462 shares of common stock, par value $0.01 per share (the “Shares” or “Common Stock”), of Onconova Therapeutics, Inc. (the “Company”), outstanding as of November 1, 2019, as disclosed in the Company's quarterly report on Form 10-Q for the quarterly period ended September 30, 2019. As of November 8, 2019, Tyndall Partners, L.P., a Delaware limited partnership (“Tyndall”), held 472,999 Shares and warrants to purchase up to 26,042 Shares. Tyndall Capital Partners, L.P. is the general partner of Tyndall, and possesses the sole power to vote and the sole power to direct the disposition of all Shares held by Tyndall.

 

 

 
 

 


Item 1(a).  Name Of Issuer:
 

Onconova Therapeutics, Inc.

 

Item 1(b).  Address of Issuer’s Principal Executive Offices:
 

375 Pheasant Run

Newtown, PA 18940

 

Item 2(a).  Name of Person Filing:
  Tyndall Capital Partners, L.P.
Item 2(b).  Address of Principal Business Office or, if None, Residence:
 

150 East 58th Street, 14th Floor

New York, New York 10155

 

Item 2(c).  Citizenship:
  State of Delaware
Item 2(d).  Title of Class of Securities:
  Common Stock, $0.01 par value per share
Item 2(e).  CUSIP No.:
  68232V306
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:
  Not Applicable.

 

 
 

 

Item 4.  Ownership
  (a)  Amount Beneficially Owned: 499,041*  
  (b)  Percent of Class: 6.1%*  
  (c)  Number of Shares as to which such person has:    
  (i)  Sole power to vote or to direct the vote: 499,041*  
  (ii)  Shared power to vote or to direct the vote:  
  (iii)  Sole power to dispose or to direct the disposition of: 499,041*  
  (iv)  Shared power to dispose or to direct the disposition of:  
         

_______________________

*Based on 8,197,462 shares of common stock, par value $0.01 per share (the “Shares” or “Common Stock”), of Onconova Therapeutics, Inc. (the “Company”), outstanding as of November 1, 2019, as disclosed in the Company's quarterly report on Form 10-Q for the quarterly period ended September 30, 2019. As of November 8, 2019, Tyndall Partners, L.P., a Delaware limited partnership (“Tyndall”), held 472,999 Shares and warrants to purchase up to 26,042 Shares. Tyndall Capital Partners, L.P. is the general partner of Tyndall, and possesses the sole power to vote and the sole power to direct the disposition of all Shares held by Tyndall.

 

 

 

 

Item 5.  Ownership of Five Percent or Less of a Class
  Not Applicable.
Item 6.  Ownership of More Than Five Percent on Behalf of Another Person
  Not Applicable.
Item 7.  Identification and Classification of the 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.  Certification
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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
 

 

 

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.

 

  November 18, 2019  
     
  TYNDALL CAPITAL PARTNERS, L.P.  
     
  By:

JEFFREY MANAGEMENT, LLC,

its general partner

 
       
       
  By: /s/ Jeffrey S. Halis  
  Jeffrey S. Halis  
  Manager  
     

 

 

Attention:  Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).