0001493152-25-006336.txt : 20250213 0001493152-25-006336.hdr.sgml : 20250213 20250213130748 ACCESSION NUMBER: 0001493152-25-006336 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250213 DATE AS OF CHANGE: 20250213 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87566 FILM NUMBER: 25618831 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ayrton Capital LLC CENTRAL INDEX KEY: 0001698148 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: 55 POST RD WEST STREET 2: 2ND FLOOR CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 646-793-9056 MAIL ADDRESS: STREET 1: 55 POST RD WEST STREET 2: 2ND FLOOR CITY: WESTPORT STATE: CT ZIP: 06880 SCHEDULE 13G 1 primary_doc.xml SCHEDULE 13G 0001698148 XXXXXXXX LIVE Common Stock, $0.01 par value 12/31/2024 0001130598 Traws Pharma, INC. 68232V884 150 N. Sykes Creek Parkway, Suite 200 Newton PA 18940 Rule 13d-1(b) Ayrton Capital LLC b DE 403650.00 0.00 403650.00 0.00 403650.00 N 9.9 IA Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B b E9 403650.00 0.00 403650.00 0.00 403650.00 N 9.9 CO Waqas Khatri b X1 403650.00 0.00 403650.00 0.00 403650.00 N 9.9 IN Traws Pharma, INC. 150 N. Sykes Creek Parkway, Suite 200, Newton, PA, 18940 (i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri (i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor, Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880 (i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States N IA (i) Ayrton Capital LLC: 403,650; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 403,650; and (iii) Waqas Khatri: 403,650. Represents 403,650 shares of Common Stock issuable on the exercise of certain warrants (the "Warrants") held by the Reporting Persons. The issuable shares of Common Stock related to the exercise of the Warrants are both subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of Traws Pharma, Inc. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons"). The percentages below are based on (i) 3,633,751 shares of Common Stock of the Issuer that were outstanding as of December 30, 2024; and (ii) 403,650 shares of Common Stock issuable on the exercise of the Warrants held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's Form 424B4 Prospectus filed on December 31, 2024. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of December 31, 2024. (i) Ayrton Capital LLC: 9.9%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 9.9%; (iii) Waqas Khatri: 9.9% (i) Ayrton Capital LLC: 403,650; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 403,650; and (iii) Waqas Khatri: 403,650 (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0 (i) Ayrton Capital LLC: 403,650; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 403,650; and (iii) Waqas Khatri: 403,650 (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0 Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Ayrton Capital LLC /s/ Waqas Khatri 02/13/2025 Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B /s/ Waqas Khatri 02/13/2025 Waqas Khatri /s/ Waqas Khatri 02/13/2025