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Traws Pharma, Inc. Director's Dealing 2024

Apr 4, 2024

35199_dirs_2024-04-03_5737a9cc-77df-4bac-8f63-e5a677230dbb.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Traws Pharma, Inc. (TRAW)
CIK: 0001130598
Period of Report: 2024-04-01

Reporting Person: Savchuk Nikolay (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2024-04-01 Common Stock A 66687 Acquired 66687 Direct
2024-04-01 Common Stock A 67550 Acquired 134187 Direct
2024-04-01 Common Stock A 885532 Acquired 885532 Indirect
2024-04-01 Common Stock A 1645100 Acquired 1645100 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2024-04-01 Stock Option (right to purchase) $0.07 A 3802890 Acquired 2033-10-31 Common Stock (3802890) Direct
2024-04-01 Series C Preferred Stock $ A 194.6223 Acquired Common Stock (1946223) Direct
2024-04-01 Series C Preferred Stock $ A 2584.3663 Acquired Common Stock (25843663) Indirect
2024-04-01 Series C Preferred Stock $ A 4801.1144 Acquired Common Stock (48011144) Indirect

Footnotes

F1: Received in exchange for shares of common stock of Trawsfynydd Therapeutics, Inc. ("Trawsfynydd") in connection with the acquisition (the "Merger") by Traws Pharma, Inc. (f/k/a Onconova Therapeutics, Inc., the "Company") of 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., Traws Merger Sub II, LLC and Trawsfynydd. Upon consummation of the Merger, all of the outstanding shares Trawsfynydd common stock were converted into shares of common stock of the Company, par value $0.01 per share ("Common Stock"), on a 1:20.1291 basis pursuant to the terms of the Merger Agreement.

F2: Represents an award of restricted stock units that will vest in four equal annual installments beginning April 1, 2025. Each restricted stock unit will convert into shares of Common Stock on a one-for-one basis.

F3: The reported shares are owned directly by TPAV, LLC, a limited liability company of which the reporting person is the sole manager on its Board of Managers. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F4: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F5: Received in the Merger in exchange for stock options to acquire 188,925 shares of Trawsfynydd common stock with an exercise price of $1.38 per share.

F6: Following stockholder approval of the conversion of the Series C Preferred Stock into shares of Common Stock, each share of Series C Preferred Stock will automatically convert into 10,000 shares of Common Stock, subject to certain limitations.