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Traws Pharma, Inc. — Director's Dealing 2018
May 2, 2018
35199_dirs_2018-05-02_ff93983a-4f30-4913-a727-271411cf146e.zip
Director's Dealing
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SEC Form 3/A — Form 3/A
Issuer: Onconova Therapeutics, Inc. (ONTX)
CIK: 0001130598
Period of Report: 2018-05-01
Reporting Person: 683 Capital Management, LLC (10% Owner)
Reporting Person: 683 Capital Partners, LP (10% Owner)
Reporting Person: Zweiman Ari (10% Owner)
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Series A Convertible Preferred Stock Purchase Warrant | $4.4625 | 2019-12-31 | Series A Convertible Preferred Stock (200000) | Indirect |
Footnotes
F1: This Form 3 amendment is being filed jointly by 683 Capital Management, LLC ("683 Management"), 683 Capital Partners, LP ("683 Partners") and Ari Zweiman (collectively, the "Reporting Persons") to further amend the Form 3 filed on February 12, 2018, as amended by Form 3 amendment filed on February 16, 2018. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
F2: Each share of Series A Convertible Preferred Stock of the Issuer is convertible into 10 shares of Common Stock of the Issuer, subject to adjustment.
F3: As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on April 30, 2018 (the "April 30, 2018 Form 8-K"), in accordance with the terms and conditions of a Lock-Up Waiver Agreement, dated April 16, 2018, between the Issuer and the underwriter for the Issuer's public offering of 5,707,500 shares of Common Stock in February 2018, the exercise price of the Series A Convertible Preferred Stock Purchase Warrant has been repriced from $1.01 per 0.1 of one share of Series A Convertible Preferred Stock (or $10.10 per share of Series A Convertible Preferred Stock) to $0.44625 per 0.1 share of Series A Convertible Preferred Stock (or $4.4625 per share of Series A Convertible Preferred Stock), after the closing of the offering described in the April 30, 2018 Form 8-K on May 1, 2018.
F4: Represents securities held directly by 683 Partners. 683 Management is the investment manager of 683 Partners. Ari Zweiman is the Managing Member of 683 Management. As a result, each of 683 Management and Ari Zweiman may be deemed to beneficially own the securities held by 683 Partners.