0000929638-24-001354.txt : 20240403 0000929638-24-001354.hdr.sgml : 20240403 20240403195628 ACCESSION NUMBER: 0000929638-24-001354 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240401 FILED AS OF DATE: 20240403 DATE AS OF CHANGE: 20240403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36020 FILM NUMBER: 24821044 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Capital GP VIII LLC CENTRAL INDEX KEY: 0001845804 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36020 FILM NUMBER: 24821043 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4629 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-4629 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Traws Pharma, Inc. CENTRAL INDEX KEY: 0001130598 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12 PENNS TRAIL CITY: NEWTOWN STATE: PA ZIP: 18940 BUSINESS PHONE: 267-759-3680 MAIL ADDRESS: STREET 1: 12 PENNS TRAIL CITY: NEWTOWN STATE: PA ZIP: 18940 FORMER COMPANY: FORMER CONFORMED NAME: Onconova Therapeutics, Inc. DATE OF NAME CHANGE: 20090526 FORMER COMPANY: FORMER CONFORMED NAME: ONCONOVA THERAPEUTICS, INC. DATE OF NAME CHANGE: 20090526 FORMER COMPANY: FORMER CONFORMED NAME: ONCONOVA THERAPEUTICS INC DATE OF NAME CHANGE: 20001226 3 1 form3.xml X0206 3 2024-04-01 0 0001130598 Traws Pharma, Inc. TRAW 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 true 0001845804 OrbiMed Capital GP VIII LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 true Common Stock 885532 I By OrbiMed Private Investments VIII, LP Series C Preferred Stock Common Stock 25843663 I By OrbiMed Private Investments VIII, LP 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. These shares are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII"), is the general partner of OPI VIII. OrbiMed Advisors LLC ("OrbiMed Advisors"), is the managing member of GP VIII. By virtue of such relationships, OrbiMed Advisors and GP VIII may be deemed to have voting power and investment power over the securities held by OPI VIII and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment 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 securities held by OPI VIII. Each of OrbiMed Advisors and GP VIII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such person or entity, including any of the reporting persons, is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. 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. /s/ ORBIMED ADVISORS LLC, By: Douglas Coon, Chief Compliance Officer 2024-04-03 /s/ ORBIMED CAPITAL GP VIII LLC, By: Douglas Coon, Chief Compliance Officer 2024-04-03