SecProbe.io

November 7, 2019
Steven M. Fruchtman, M.D.
President
Onconova Therapeutics, Inc.
375 Pheasant Run
Newtown, PA 18940
Re:Onconova Therapeutics, Inc.
Registration Statement on Form S-1
Filed on October 29, 2019
File No. 333-234360
Dear Dr. Fruchtman:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1, filed on October 29, 2019
Exhibit 3.1, Tenth Amended and Restated Certificate of Incorporation, page II-4
1.We note that your forum selection provision in the Certificate of Incorporation filed as
Exhibit 3.1 to the registration statement identifies the Court of Chancery of the State of
Delaware as the exclusive forum for certain litigation, including any "derivative action."
Please disclose whether this provision applies to actions arising under the Securities Act
or the Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act claims, please revise your
prospectus to state that there is uncertainty as to whether a court would enforce such

 FirstName LastNameSteven M. Fruchtman, M.D.
 Comapany NameOnconova Therapeutics, Inc.
 November 7, 2019 Page 2
 FirstName LastName
Steven M. Fruchtman, M.D.
Onconova Therapeutics, Inc.
November 7, 2019
Page 2
provision and investors cannot waive compliance with the federal securities laws and the
rules and regulations thereunder. If the provision does not apply to actions arising under
the Securities Act or Exchange Act, please also tell us how you will inform investors
in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Paul Fischer, Staff Attorney, at 202-551-3415, or Celeste M. Murphy,
Legal Branch Chief, at 202-551-3257, with any  questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joanne Soslow