OrbiMed Files 13D on Traws Pharma

TL;DR

**OrbiMed just filed a 13D on Traws Pharma (fka Onconova). Big ownership change incoming.**

AI Summary

On September 23, 2024, OrbiMed Advisors LLC and OrbiMed Capital GP VIII LLC filed a Schedule 13D regarding Traws Pharma, Inc. The filing indicates a change in beneficial ownership, though specific share counts and dollar amounts are not detailed in this excerpt. Traws Pharma, Inc. was formerly known as Onconova Therapeutics, Inc.

Why It Matters

This filing signals a significant change in ownership or control for Traws Pharma, Inc., potentially impacting its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Players & Entities

• OrbiMed Advisors LLC (company) — Filer of the Schedule 13D
• OrbiMed Capital GP VIII LLC (company) — Filer of the Schedule 13D
• Traws Pharma, Inc. (company) — Subject company
• Onconova Therapeutics, Inc. (company) — Former name of Traws Pharma, Inc.

FAQ

Key Financial Figures

• $0.01 — 6,469 shares of common stock, par value $0.01 per share (" Shares "), of Traws Pharma
• $4,499,992 — ment for an aggregate purchase price of $4,499,992. Each share of Series C Preferred Stoc

Filing Documents

• ss3902792_sc13d.htm (SC 13D) — 86KB
• ss3902792_ex9901.htm (EX-99.1) — 5KB
• 0000947871-24-000770.txt ( ) — 93KB

Security and Issuer

Item 1. Security and Issuer This Statement on Schedule 13D (this " Statement ") relates to the common stock, par value $0.01 per share (the " Shares "), of Traws Pharma, Inc., a corporation organized under the laws of Delaware (the " Issuer "), with its principal executive offices located at 12 Penns Trail, Newtown, PA 18940 . The Shares are listed on the NASDAQ Capital Market under the ticker symbol "TRAW". Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. At a special meeting of the Issuer's stockholders held on September 16, 2024, the Issuer's stockholders, among other things, approved (i) the issuance of Shares upon conversion of the Issuer's Series C Non-Voting Convertible Preferred Stock, (" Series C Preferred Stock " and such approval, the " Series C Approval ") and (ii) an amendment to the Issuer's Certificate of Incorporation to combine outstanding Shares into a lesser number of outstanding Shares by a ratio of not less than 1-for-15 and not more than 1-for-25, with the exact ratio to be set within such range by the Issuer's Board of Directors. On September 16, 2024, the Issuer's Board of Directors approved a 1-for-25 reverse stock split (the " Reverse Stock Split "), which was effective on September 20, 2024. Except as otherwise described in this Statement, all Shares and shares of Series C Preferred Stock reported in this Statement are presented on an after-Reverse Stock Split basis.

Identity and Background

Item 2. Identity and Background (a) This Statement is being filed by OrbiMed Advisors LLC (" OrbiMed Advisors ") and OrbiMed Capital GP VIII LLC, (" GP VIII ") (collectively, the " Reporting Persons "). (b) — (c), (f) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below. OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. GP VIII, a limited liability company organized under the laws of Delaware, is the general partner of a limited partnership, as more particularly described in Item 6 below. GP VIII has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. The directors and executive officers of OrbiMed Advisors and GP VIII are set forth on Schedules I and II, respectively, attached hereto. Schedules I and II set forth the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship. (d) — (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I or II 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 violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The number of Shares and shares of Series C Preferred Stock reported in this Item 3 do not account for the Reverse Stock Split. On April 1, 2024, Onconova Therapeutics, Inc. (" Old Traws ") acquired Trawsfynydd Therapeutics, Inc. (" Trawsfynydd ") in accordance with the terms of an Agreement and Plan of Merger, dated April 1, 2024 (the " Merger Agreement "), by and among Old Traws, Traws Merger Sub I, Inc. (" First Merger Sub "), Traws Merger Sub II, LLC (" Second Merger Sub "), and Trawsfynydd. Pursuant to the Merger Agreement, First Merger Sub merged with and into Trawsfynydd, following which Trawsfynydd was the surviving corporation (the " First Merger "). Immediately following the First Merger, Trawsfynydd merged with and into Second Merger Sub, following which Second Merger Sub was the surviving entity and a wholly owned subsidiary of Old Traws (the " Second Merger " and together with the First Merger, the " Merger "). Following the effective time of the Second Merger, Old Traws changed its name to Traws Pharma, Inc. Pursuant to the terms of the Merger Agreement, upon the consummation of the Merger on April 1, 2024 (the " Closing "), in exchange for 1,327,888 outstanding shares of Series Seed preferred stock of Trawsfynydd held by OrbiMed Private Investments VIII, LP (" OPI VIII ") immediately prior to the effective time of the First Merger, Old Traws issued to OPI VIII (i) 885,532 Shares, (ii) 2,584.3663 shares of Series C Preferred Stock, and (iii) 1,045,261 contingent value rights. In connection with the Closing, on April 1, 2024, OrbiMed Advisors and GP VIII, pursuant to their authority under the limited partnership agreement of OPI VIII, as more particularly described in Item 6 below, caused OPI VIII to purchase 159,729 Shares and 507.282 shares of Series C Preferred Stock from the Issuer in a private placement for an aggregate purchase price of $4,499,992. Each share of Series C Preferred Sto

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the Issuer's capitalization or dividend policy of the Issuer, (f) any other material chang

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) — (b) The following is based upon 3,025,430 Shares outstanding of the Issuer following the Reverse Stock Split, which represents 75,635,762 Shares outstanding prior to the Reverse Stock Split and immediately following the Series C Approval, as communicated to the Reporting Persons by the Issuer. As of the date of this filing, OPI VIII, a limited partnership organized under the laws of Delaware, holds 602,000 Shares, constituting approximately 19.9% of the issued and outstanding Shares. In addition, OPI VIII holds 1,691.1744 shares of Series C Preferred Stock that may be converted into 676,469 Shares, agreement of OPI VIII, and OrbiMed Advisors is the managing member of GP VIII, pursuant to the terms of the limited liability company agreement of GP VIII. As a result, OrbiMed Advisors and GP VIII share power to direct the vote and disposition of the Shares held by OPI VIII and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI VIII. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by OPI VIII. In addition, OrbiMed Advisors and GP VIII, pursuant to their authority under the limited partnership agreement of OPI VIII, caused OPI VIII to enter into the agreements referred to in Item 6 below. (c) Not applicable (d) Not applicable. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, GP VIII is the general partner of OPI VIII, pursuant to the terms of the limited partnership agreement of OPI VIII. Pursuant to this agreement and relationship, GP VIII has discretionary investment management authority with respect to the assets of OPI VIII. Such authority includes the power to vote and otherwise dispose of securities held by OPI VIII. The number of outstanding Shares of the Issuer attributable to OPI VIII is 602,000 Shares and 1,691.1744 shares of Series C Preferred Stock. GP VIII, pursuant to its authority under the limited partnership agreement of OPI VIII, may be considered to hold indirectly 602,000 Shares and 1,691.1744 shares of Series C Preferred Stock. In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed Advisors is the managing member of GP VIII pursuant to the terms of the limited liability company agreements of GP VIII. Pursuant to these agreements and relationships, OrbiMed Advisors and GP VIII have discretionary investment management authority with respect to the assets of OPI VIII. Such authority includes the power of GP VIII to vote and otherwise dispose of securities held by OPI VIII. The number of outstanding Shares attributable to OPI VIII is 602,000 Shares and 1,691.1744 shares of Series C Preferred Stock. OrbiMed Advisors, pursuant to its authority under the terms of the limited liability company agreements of GP VIII may also be considered to hold indirectly 602,000 Shares and 1,691.1744 shares of Series C Preferred Stock. Registration Rights Agreement In addition, OPI VIII and certain other stockholders of the Issuer entered into a Registration Rights Agreement with the Issuer, dated as of April 1, 2024 (the " Registration Rights Agreement "), pursuant to which the Issue

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit Description 1. Joint Filing Agreement by and between OrbiMed Advisors LLC and OrbiMed Capital GP VIII LLC. 2. Registration Rights Agreement, dated April 1, 2024, by and among Old Traws and the stockholders party thereto (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K (File No. 001-36020) filed with the SEC on April 4, 2024). 3. Form of Lock-Up Agreement (incorporated by reference to Exhibit B to Exhibit 2.1 to the Issuer's Current Report on Form 8-K (File No. 001-36020) filed with the SEC on April 4, 2024). Signature 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. Dated: September 23, 2024 ORBIMED ADVISORS LLC By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member ORBIMED CAPITAL GP VIII LLC By: ORBIMED ADVISORS LLC, its managing member By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member of OrbiMed Advisors LLC SCHEDULE I The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022. Name Position with Reporting Person Principal Occupation Carl L. Gordon Member Member OrbiMed Advisors LLC Sven H. Borho German and Swedish Citizen Member Member OrbiMed Advisors LLC W. Carter Neild Member Member OrbiMed Advisors LLC Geoffrey C. Hsu Member Member OrbiMed Advisors LLC C. Scotland Stevens Member Member OrbiMed Advisors LLC David P. Bonita Member Member OrbiMed Advisors LLC Peter A. Thompson Member Member OrbiMed Advisors LLC Matthew S. Rizzo Member Member OrbiMed Advisors LLC Trey Block Chief Financial Officer Chief Financial Officer OrbiMed Advisors L

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