Viriom, Inc. Discloses Stake in Traws Pharma

TL;DR

**Viriom buys into Traws Pharma!**

AI Summary

On April 8, 2024, Viriom, Inc. filed a Schedule 13D, reporting beneficial ownership of Traws Pharma, Inc. common stock. Viriom, Inc. is located at 1450 Research Blvd., Suite 110, Rockville, MD 20850 and can be reached at 619-520-1591. The filing indicates a change in ownership as of April 8, 2024.

Why It Matters

This filing signals a significant ownership change or acquisition by Viriom, Inc. in Traws Pharma, potentially impacting the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate activist investor intent or significant stake-building, which can lead to volatility.

Key Players & Entities

• Viriom, Inc. (company) — Filing entity
• Traws Pharma, Inc. (company) — Subject company
• IAIN D. DUKES (person) — Group member
• NIKOLAY SAVCHUK (person) — Group member

FAQ

Key Financial Figures

• $0.01 — me of Company) Common Stock, par value $0.01 per share (Title of Class of Securitie
• $14 million — gregate purchase price of approximately $14 million (collectively, the " Financing "). Each

Filing Documents

• schedule13d.htm (SC 13D) — 108KB
• exhibit99-1.htm (EX-99.1) — 7KB
• 0000929638-24-001418.txt ( ) — 117KB

Security and Company

Item 1. Security and Company This Statement on Schedule 13D relates to shares of common stock, par value $0.01 per share (" Common Stock "), of Traws Pharma, Inc., a Delaware corporation (the " Company "). The address of the Company's principal executive offices is 12 Penns Trail, Newtown, PA 18940.

Identity and Background

Item 2. Identity and Background (a) The persons filing this Schedule 13D are Viriom, Inc., a Maryland corporation (" Viriom "), Nikolay Savchuk and Iain D. Dukes (collectively, the " Reporting Persons "). (b) – (c), (f) Name Address of Business/Principle Office Principle Business/Occupation Jurisdiction of Organization/Citizenship Viriom, Inc. 12730 High Bluff Drive, Suite 100 San Diego, CA 92130 Research and development of affordable treatments for diseases of global interest Maryland Nikolay Savchuk c/o TPAV, LLC 12730 High Bluff Drive, Suite 100 San Diego, CA 92130 Chief Operating Officer of the Company, a clinical-stage biopharmaceutical company focused on discovering and developing novel products for patients with cancer United States Iain D. Dukes c/o Viriom, Inc. 12730 High Bluff Drive, Suite 100 San Diego, CA 92130 Executive Chairman of the Company United Kingdom The names and principal occupations of each of the directors and executive officers of Viriom are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 12730 High Bluff Drive, Suite 100,San Diego, CA 92130. Name Position Principal Occupation Nikolay Savchuk Director and Secretary See above Iain D. Dukes Director and Chief Executive Officer See above Robert Redfield Director Acting Chief Medical Officer of the Company Augustine Lawlor Director Managing Director of Healthcare Ventures Ronald Demuth CFO Founding President/Venture Partner of Torey Pines Investment LLC (d) – (e) During the last five years, none of the Reporting Persons nor any other person identified under Item 2 herein has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future vio

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The information set forth in Item 4 hereof is hereby incorporated herein by reference. 5

Purpose of Transaction

Item 4. Purpose of Transaction Agreement and Plan of Merger On April 1, 2024, 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 and (B) 10,359.0916 shares of Series C Preferred Stock (as defined and described below), each of which 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 (the " Assumed Options "). No portion of the Assumed Options will be exercisable unless and until the Meeting Proposals (as defined below) are approved by the Company's stockholde

Interest in Securities of Company

Item 5. Interest in Securities of Company (a) and (b) The responses of each of the Reporting Persons with respect to Rows 11 – 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common Stock (including, but not limited to, footnotes to such information) are incorporated herein by reference. The responses of each of the Reporting Persons with respect to Rows 7 – 10 of the cover pages of this Schedule 13D that relate to the number of shares of Common Stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such information) are incorporated herein by reference. (c) Except as set forth in this Schedule 13D, none of the Reporting Persons has effected any transaction in Common Stock in the past 60 days. (d) Not applicable. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company. The information set forth in Item 4 hereof is hereby incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit Description 99.1 Joint Filing Agreement among Viriom, Inc., Nikolay Savchuk and Iain D. Dukes 9 99.2 Agreement and Plan of Merger, dated April 1, 2024, by and among Onconova Therapeutics, Inc., Traws Merger Sub I, Inc., Traws Merger Sub II, LLC, and Trawsfynydd Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on April 4, 2024) 99.3 Certificate of Designation of Series C Non-Voting Convertible Preferred Stock of the Company, dated April 1, 2024 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on April 4, 2024) 99.4* Securities Purchase Agreement, dated April 1, 2024, by and among Onconova Therapeutics, Inc., OrbiMed Private Investments VIII, LP and TPAV, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on April 4, 2024) 99.5 Registration Rights Agreement, dated April 1, 2024, by and among the Onconova Therapeutics, Inc., OrbiMed Private Investments VIII, LP and TPAV, LLC (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on April 4, 2024) * Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request. 10

SIGNATURES

SIGNATURES 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. Date: April 8, 2024 VIRIOM, INC. By: /s/ Iain D. Dukes Name: Iain D. Dukes Title: Chief Executive Officer /s/ Nikolay Savchuk Nikolay Savchuk /s/ Iain D. Dukes Iain D. Dukes 11 EXHIBIT INDEX Exhibit Description 99.1 Joint Filing Agreement among Viriom, Inc., Nikolay Savchuk and Iain D. Dukes 99.2 Agreement and Plan of Merger, dated April 1, 2024, by and among Onconova Therapeutics, Inc., Traws Merger Sub I, Inc., Traws Merger Sub II, LLC, and Trawsfynydd Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on April 4, 2024) 99.3 Certificate of Designation of Series C Non-Voting Convertible Preferred Stock of the Company, dated April 1, 2024 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on April 4, 2024) 99.4* Securities Purchase Agreement, dated April 1, 2024, by and among Onconova Therapeutics, Inc., OrbiMed Private Investments VIII, LP and TPAV, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on April 4, 2024) 99.5 Registration Rights Agreement, dated April 1, 2024, by and among the Onconova Therapeutics, Inc., OrbiMed Private Investments VIII, LP and TPAV, LLC (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on April 4, 2024) * Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confid

View Full Filing

View this SC 13D filing on SEC EDGAR