Traws Pharma Acquires 03 Life Sciences, Names New CMO

TL;DR

Traws Pharma just bought 03 Life Sciences for 1M shares and swapped CMOs. Big changes ahead?

AI Summary

Traws Pharma, Inc. (formerly Onconova Therapeutics, Inc.) announced on April 1, 2024, the completion of its acquisition of 03 Life Sciences. This transaction involved the issuance of 1,000,000 shares of Traws Pharma common stock to the sellers of 03 Life Sciences. The company also reported the departure of Dr. Steven A. Deitcher as Chief Medical Officer and the appointment of Dr. Richard A. Miller as interim Chief Medical Officer.

Why It Matters

This acquisition signifies a strategic move for Traws Pharma to expand its operations, while the change in Chief Medical Officer could signal a shift in the company's R&D direction.

Risk Assessment

Risk Level: medium — The acquisition and executive changes introduce potential integration challenges and strategic uncertainties for Traws Pharma.

Key Numbers

• 1,000,000 — Shares Issued (Issued to sellers of 03 Life Sciences as part of the acquisition.)

Key Players & Entities

• Traws Pharma, Inc. (company) — Acquiring company, formerly Onconova Therapeutics, Inc.
• 03 Life Sciences (company) — Acquired company
• 1,000,000 (dollar_amount) — Number of shares issued in the acquisition
• Dr. Steven A. Deitcher (person) — Departing Chief Medical Officer
• Dr. Richard A. Miller (person) — Appointed interim Chief Medical Officer

FAQ

Key Financial Figures

• $0.01 — common stock of the Company, par value $0.01 per share (the "Common Stock") and (B)
• $14 million — gregate purchase price of approximately $14 million (collectively, the "Financing"). Each s
• $600,000 — s will receive an annual base salary of $600,000 and will be eligible to receive discret

Filing Documents

• tm2410784d1_8k.htm (8-K) — 95KB
• tm2410784d1_ex2-1.htm (EX-2.1) — 1084KB
• tm2410784d1_ex3-1.htm (EX-3.1) — 82KB
• tm2410784d1_ex3-2.htm (EX-3.2) — 8KB
• tm2410784d1_ex10-1.htm (EX-10.1) — 252KB
• tm2410784d1_ex10-2.htm (EX-10.2) — 163KB
• tm2410784d1_ex10-3.htm (EX-10.3) — 96KB
• tm2410784d1_ex10-4.htm (EX-10.4) — 15KB
• tm2410784d1_ex99-1.htm (EX-99.1) — 35KB
• 0001104659-24-043233.txt ( ) — 2434KB
• traw-20240401.xsd (EX-101.SCH) — 3KB
• traw-20240401_lab.xml (EX-101.LAB) — 34KB
• traw-20240401_pre.xml (EX-101.PRE) — 22KB
• tm2410784d1_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger On April 1, 2024, Onconova Therapeutics, Inc., a Delaware corporation ("we," "us,", "our," or the "Company"), acquired Trawsfynydd Therapeutics, Inc., a Delaware corporation ("Trawsfynydd"), in accordance with the terms of an Agreement and Plan of Merger, dated April 1, 2024 (the "Merger Agreement"), by and among the Company, Traws Merger Sub I, Inc., a Delaware corporation ("First Merger Sub"), Traws Merger Sub II, LLC, a Delaware limited liability company ("Second Merger Sub"), and Trawsfynydd. Pursuant to the Merger Agreement, First Merger Sub merged with and into Trawsfynydd, pursuant to which Trawsfynydd was the surviving corporation (the "First Merger"). Immediately following the First Merger, Trawsfynydd merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity and a wholly owned subsidiary of the Company (the "Second Merger" and together with the First Merger, the "Merger"). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. Under the terms of the Merger Agreement, upon the consummation of the Merger on April 1, 2024 (the "Closing"), in exchange for the outstanding shares of capital stock of Trawsfynydd immediately prior to the effective time of the First Merger, the Company issued to the stockholders of Trawsfynydd an aggregate of (A) 3,549,538 shares of common stock of the Company, par value $0.01 per share (the "Common Stock") and (B) 10,359.0916 shares of Series C Preferred Stock (as defined and described below). Each share of Series C Preferred Stock is convertible into 10,000 shares of Common Stock, subject to certain conditions described below. In addition, the Company assumed all Trawsfynydd stock options immediately outstanding prior to the First Merger, each becoming an option to purchase Common Stock subject to adjustment pursuant to the terms of the Merger Agreement

01

Item 2.01 Completion of Acquisition or Disposition of Assets On April 1, 2024, the Company completed its business combination with Trawsfynydd. The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.

02

Item 3.02 Unregistered Sales of Equity Securities The information contained in Item 1.01 and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. Pursuant to the Merger Agreement, the Company issued shares of Common Stock and Series C Preferred Stock, and pursuant to the Securities Purchase Agreement, the PIPE Securities were issued to the Investors, each of which represented that it was an "accredited investor," as defined in Regulation D, and was acquiring the PIPE Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Such issuances were exempt from the registration requirements of the Securities Act in reliance in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Neither the shares of Common Stock and Series C Preferred Stock issued in the Merger nor the PIPE Securities have been registered under the Securities Act and none of such Securities may be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable Neither this Current Report on Form 8-K nor any of the exhibits attached hereto will constitute an offer to sell or the solicitation of an offer to buy shares of Common Stock, Series C Preferred Stock or any other securities of the Company.

03

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to the Merger Agreement, on April 1, 2024, effective immediately upon the Closing, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, (a) accepted the resignations of Dr. Steven M. Fruchtman, Peter Atadja, Jerome Groopman, and Viren Mehta from the Board; (b) accepted the resignations of Dr. Steven M. Fruchtman and Mark Guerin from their roles of Chief Executive Officer ("CEO") of the Company and Chief Operating Officer ("COO") of the Company, respectively; (c) appointed Iain Dukes as a director and Executive Chairman of the Company, Nikolay Savchuk as a director of the Company, and Werner Cautreels as a director of the Company; and (d) appointed Werner Cautreels as the Company's CEO and Nikolay Savchuk as the Company's COO. Dr. Steven M. Fruchtman remained as the President of the Company and was appointed Chief Scientific Officer, Oncology and Mark Guerin remained as the Chief Financial Officer of the Company. Reference is made to the descriptions of such agreements in Item 1.01 of this Current Report on Form 8-K, which are incorporated into this Item 5.02 by reference. In addition, effective immediately upon the Closing, C. David Pauza was appointed the Company's Chief Scientific Officer, Virology and Robert Redfield was appointed the Company's Chief Medical Officer. Appointment of Werner Cautreels as Director and Chief Executive Officer On April 1, 2024, the Board appointed Werner Cautreels, age 71, as a director and CEO of the Company, effective as of the Closing. Dr. Werner Cautreels is a highly accomplished biopharmaceutical executive with a core emphasis in research and development in various therapeutic areas, who brings a deep understanding of clinical and regulatory strategy. During his 40-year plus career, his work has touched on cardi

View Full Filing

View this 8-K filing on SEC EDGAR