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