Traws Pharma Files 8-K on Shareholder Votes & Other Events

TL;DR

Traws Pharma (fka Onconova) filed an 8-K on Oct 29th for shareholder votes & other events.

AI Summary

Traws Pharma, Inc. (formerly Onconova Therapeutics, Inc.) filed an 8-K on November 1, 2024, reporting on matters submitted to a vote of security holders and other events that occurred on October 29, 2024. The filing indicates a change in the company's reporting status or significant corporate actions.

Why It Matters

This 8-K filing signals potential corporate actions or significant decisions made by Traws Pharma's shareholders, which could impact the company's future direction and stock performance.

Risk Assessment

Risk Level: medium — 8-K filings often precede significant corporate events, which can introduce volatility and uncertainty for investors.

Key Players & Entities

• Traws Pharma, Inc. (company) — Registrant
• Onconova Therapeutics, Inc. (company) — Former company name
• October 29, 2024 (date) — Date of earliest event reported
• November 1, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 12 Penns Trail Newtown, PA (address) — Business address

FAQ

Key Financial Figures

• $1.00 — had a minimum closing price of at least $1.00 per share for a minimum of ten consecut
• $2.5 million — intain stockholders' equity of at least $2.5 million (the "Stockholders' Equity Requirement"

Filing Documents

• tm2427326d1_8k.htm (8-K) — 42KB
• 0001104659-24-113548.txt ( ) — 212KB
• tmb-20241029.xsd (EX-101.SCH) — 3KB
• tmb-20241029_lab.xml (EX-101.LAB) — 33KB
• tmb-20241029_pre.xml (EX-101.PRE) — 22KB
• tm2427326d1_8k_htm.xml (XML) — 4KB

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On October 31, 2024, Traws Pharma, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 2,205,755 shares were represented at the Annual Meeting, which represented a quorum. At the Annual Meeting, the stockholders of the Company voted on the below proposals. The voting results on these proposals were as follows: Proposal 1. To elect seven directors, each to hold office until the 2025 Annual Meeting of Stockholders and until his or her successor is elected and qualified. Each nominee for director was elected by a vote of the stockholders as follows: Nominee For Withheld Broker Non-Votes Iain Dukes, D.Phil. 2,188,478 17,277 - Werner Cautreels, Ph.D. 2,190,044 15,711 - Trafford Clarke, Ph.D. 2,142,499 63,256 - Luba Greenwood 2,187,813 17,942 - Nikolay Savchuck Ph.D. 2,190,182 15,573 - M. Teresa Shoemaker 2,133,667 72,088 - Jack E. Stover 2,188,884 16,871 - Proposal 2. To consider and approve, the Amendment and Restatement of the 2021 Incentive Compensation Plan. The proposal was approved by a vote of the stockholders as follows: For Against Abstain Broker Non-Votes 2,174,776 28,371 2,608 - Proposal 2. To approve, on an advisory basis, the compensation of our named executive officers. The proposal was approved by a vote of the stockholders as follows: For Against Abstain Broker Non-Votes 2,177,245 25,527 2,983 - Proposal 3. To consider and vote upon the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The proposal was approved by a vote of the stockholders as follows: For Against Abstain Broker Non-Votes 2,196,488 7,554 1,713 - With regard to Proposal 2, the Company's Compensation Committee of the Board of Directors takes note of the results of the advi

01

Item 8.01 Other Events. On October 29, 2024, Traws Pharma, Inc. (the "Company") was notified by The Nasdaq Stock Market LLC ("Nasdaq") that the Company had regained compliance with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2) because the Company's common stock had a minimum closing price of at least $1.00 per share for a minimum of ten consecutive business days. As previously disclosed on a Form 8-K filed on August 23, 2024, on August 23, 2024, the Company was notified by Nasdaq that the Company is no longer in compliance with the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders' equity of at least $2.5 million (the "Stockholders' Equity Requirement"). In the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, the Company reported stockholders' deficit of approximately $(105.5) million, which is below the minimum stockholders' equity required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1). In addition, as of August 21, 2024, the Company did not meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations. As previously disclosed on Form 8-K filed on September 17, 2024 (the "September Form 8-K), as a result of stockholder approval of the Company's proposal of the issuance of the Company's common stock upon conversion of the Company's Series C non-Voting Convertible Preferred Stock in accordance with the Nasdaq Listing Rule 5635(a), as of the date of the September Form 8-K, the Company believed it satisfied the Stockholders' Equity Requirement. However, as of the date of this Current Report, the Company does not believe it is in compliance with the Stockholders' Equity Requirement and it will be presenting its plan for compliance at a Nasdaq hearing on November 14, 2024.

Forward Looking Statements

Forward Looking Statements Any statements in this Current Report about the future expectations, plans and prospects of the Company, including without limitation, statements regarding: stockholders' equity and other statements containing the words "anticipate", "believe", "continue", "could", "estimate", "expect", "hypothesize", "intend", "may", "plan", "potential", "predict", "project", "should", "target", "would", and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to those set forth under the caption "Risk Factors" in the Company's most recent Annual Report on Form 10-K filed with the SEC, as supplemented by its subsequent Quarterly Reports on Form 10-Q and in other filings that makes with the SEC. In addition, any forward-looking statements included in this Current Report represent the Company's views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. The Company specifically disclaims any intention to update any forward-looking 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 1, 2024 TRAWS PHARMA, INC. By: /s/ MARK GUERIN Name: Mark Guerin Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR