Traws Pharma Files 8-K: Agreements, Equity Sales Reported

TL;DR

Traws Pharma (fka Onconova) filed an 8-K on 12/29/24 detailing new deals and stock sales.

AI Summary

Traws Pharma, Inc. (formerly Onconova Therapeutics, Inc.) filed an 8-K on December 29, 2024, reporting the entry into a material definitive agreement, unregistered sales of equity securities, and other events. The company, incorporated in Delaware, is in the pharmaceutical preparations industry.

Why It Matters

This filing indicates significant corporate activity for Traws Pharma, including new agreements and equity transactions, which could impact its financial standing and strategic direction.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financial distress or dilution for existing shareholders.

Key Players & Entities

• Traws Pharma, Inc. (company) — Registrant
• Onconova Therapeutics, Inc. (company) — Former company name
• December 29, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $5.103 — rice per Share and Series A Warrant was $5.103 and the aggregate purchase price per Pr
• $5.093 — Funded Warrant and Series A Warrant was $5.093. Terms defined in the Purchase Agreemen
• $13.42 — es A Warrants have an exercise price of $13.42 per share of Common Stock, will be exer
• $20 million — ed offering expenses with approximately $20 million gross proceeds at closing through Commo
• $52.6 million — d Pre-Funded Warrants and up to another $52.6 million upon exercise of Series A Warrants issu

Filing Documents

• tm2432248d2_8k.htm (8-K) — 40KB
• tm2432248d2_ex4-1.htm (EX-4.1) — 94KB
• tm2432248d2_ex4-2.htm (EX-4.2) — 106KB
• tm2432248d2_ex10-1.htm (EX-10.1) — 183KB
• tm2432248d2_ex10-2.htm (EX-10.2) — 37KB
• tm2432248d2_ex99-1.htm (EX-99.1) — 16KB
• 0001104659-24-132925.txt ( ) — 770KB
• tmb-20241229.xsd (EX-101.SCH) — 3KB
• tmb-20241229_lab.xml (EX-101.LAB) — 33KB
• tmb-20241229_pre.xml (EX-101.PRE) — 22KB
• tm2432248d2_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On December 30, 2024, Traws Pharma, Inc. (the "Company") announced the pricing of an offering of (i) up to 3,630,205 Class A Units ("Class A Units"), each Class A Unit consisting of (a) one Share or one Pre-Funded Warrant to initially purchase one Pre-Funded Warrant Share, and (b) one Series A Warrant to purchase one (1) Series A Warrant Share(s) and (ii) 289,044 Class B Units ("Class B Units" and, together, with the Class A Units the "Units"), each Class B Unit consisting of one Pre-Funded Warrant and one Series A Warrant pursuant to the Securities Purchase Agreement, dated December 29, 2024 (the "Purchase Agreement"), between the Company and the several Purchasers named therein. The aggregate purchase price per Share and Series A Warrant was $5.103 and the aggregate purchase price per Pre-Funded Warrant and Series A Warrant was $5.093. Terms defined in the Purchase Agreement are used as therein defined, unless otherwise defined herein. Following stockholder approval of the exercise of the Series A Warrants as required pursuant to Nasdaq listing rules, as well as certain ownership limitations described in the Series A Warrants, the Series A Warrants have an exercise price of $13.42 per share of Common Stock, will be exercisable six months after issuance and will expire on the earlier of (a) subject to the fulfilment of the Equity Conditions (as defined in the Purchase Agreement), thirty (30) Trading Days (as defined in the Purchase Agreement) after the last of the following data readouts to occur, as announced by the Company: (i) Ferret animal model Bird Flu data, (ii) non-human primate Bird Flu data, or (iii) Phase 2a Influenza A human clinical data and (b) the 5-year anniversary of the closing date of the Purchase Agreement. The exercise price of the Series A Warrants will be subject to adjustment for stock splits, reverse splits, and similar capital transactions as described in the Series A Warrants. Foll

01 have the meanings as set forth in the Purchase Agreement

Item 1.01 have the meanings as set forth in the Purchase Agreement.

02 Unregistered Sales of

Item 3.02 Unregistered Sales of Equity Securities. The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference. Neither the Series A Warrants, the Pre-Funded Warrants, or the shares of Common Stock underlying the warrants have been registered under the Securities Act, and may not be sold absent registration or an applicable exemption from the registration requirements of the Securities Act.

01

Item 8.01 Other Events. On December 30, 2024, the Company issued a press release announcing that the Company had priced the offering of the Common Stock, Pre-Funded Warrants and Series A Warrants. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Forward Looking Statements

Forward Looking Statements Some of the statements in this report are forward-looking 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and involve risks and uncertainties. These statements relate to the Company's expectations regarding its products, its collaborations, its clinical trials, planned FDA approvals or other development plans, the use of proceeds of the offering, and the satisfaction of the closing conditions set forth in the Purchase Agreement. The Company has attempted to identify forward-looking statements by terminology including "believes," "estimates," "anticipates," "expects," "plans," "intends," "may," "could," "might," "will," "should," "approximately" or other words that convey uncertainty of future events or outcomes. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including the Company' ability to continue as a going concern, the need for additional financing, risks associated with market conditions, the success and timing of the Company's clinical trials and regulatory approval of protocols, the closing of the offering, the use of proceeds of the offering, market and other conditions and those discussed under the heading "Risk Factors" in the Company's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC. Any forward-looking statements contained in this report speak only as of its date. The Company undertakes no obligation to update any forward-looking statements contained in this report to reflect events or circumstances o

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. 4.1 Form of Series A Warrant 4.2 Form of Pre-Funded Warrant 10.1 Form of Securities Purchase Agreement 10.2 Form of Stockholder Support Agreement 99.1 Press Release of Traws Pharma, Inc. issued on December 30, 2024 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 31, 2024 Traws Pharma, Inc. By: /s/ Mark Guerin Name: Mark Guerin Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR