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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 16, 2024
Traws Pharma, Inc.
(Exact name of Registrant as specified in its
charter)
| Delaware |
|
001-36020 |
|
22-3627252 |
(State or Other Jurisdiction
of Incorporation or Organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
12
Penns Trail
Newtown, PA 18940 |
| (267)
759-3680 |
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common
Stock, par value $.01 per share |
|
TRAW |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 16, 2024, James J. Marino, a member of the Board
of Directors (the “Board”) of Traws Pharma, Inc. (the “Company”), resigned as a director. Mr. Marino’s
decision was not the result of any disagreement with the Company.
On September 16, 2024, upon recommendation of the Nominating and
Corporate Governance Committee of the Board, the Board appointed Luba Greenwood to the Board to fill the vacancy created by Mr. Marino’s
resignation with a term expiring at the Company’s 2024 annual meeting of stockholders.
Ms. Greenwood will serve as a member of the Company's audit committee and compensation committee and as the chair of the Company's nominating and corporate governance
committee.
The compensation for Ms. Greenwood’s service as director
will be consistent with that of the Company’s other non-employee directors, as described in the Company’s most recent annual
proxy statement filed with the U.S. Securities and Exchange Commission on June 7, 2023. There are no arrangements or understandings
between Ms. Greenwood and any other persons pursuant to which Ms. Greenwood was elected as a director.
In connection with the appointment, Ms. Greenwood
entered into the Company’s standard form of indemnification agreement, a copy of which is filed as Exhibit 10.8 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2023.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the 2024 Special Meeting of Stockholders of the Company on September 16,
2024 (the “Special Meeting”), the Company’s stockholders approved a proposal to amend the Company’s Tenth Amended
and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to combine outstanding shares
of the Company’s common stock into a lesser number of outstanding shares, by a ratio of not less than one-for- fifteen and not more
than one-for-twenty-five, with the exact ratio to be set within this range by the Board in their sole discretion. The Board subsequently
approved a one-for-twenty-five reverse stock split of the Company’s outstanding shares of common stock (the “Reverse Stock
Split”), and the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Reverse
Stock Split Certificate of Amendment”) to the Certificate of Incorporation to effect the Reverse Stock Split on September 16,
2024, which will become effective at 5:00 pm Eastern Standard Time on September 20, 2024 (the “Effective Time”).
At the Effective Time, each twenty-five (25) shares of the Company’s
common stock, par value of $0.01 per share, issued and outstanding immediately prior to the Effective Time automatically were reclassified,
combined, converted and changed into one (1) fully paid and nonassessable share of common stock, par value of $0.01 per share. In
addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise
of all outstanding options, warrants and convertible preferred stock entitling the holders to purchase shares of the Company’s common
stock, and the number of shares reserved for issuance pursuant to the Company’s 2021 Incentive Compensation Plan, 2018 Omnibus Incentive
Compensation Plan and 2013 Equity Incentive Plan (collectively, the “Plans”) will be reduced proportionately. No fractional
shares will be issued as a result of the Reverse Stock Split. Instead, the Company’s stockholders who otherwise would have been
entitled to a fraction of a share will receive a full share of common stock. Fractional shares resulting from exercise of other common
stock warrants and conversion of outstanding convertible preferred stock (if any) will be rounded in accordance with the terms of such
securities. Fractional shares reserved under the Company’s Plans will be rounded in accordance with the terms of the plan. Any restricted
stock units of the Company will be rounded in accordance with the terms of such security.
The Reverse Stock Split will decrease the number of common shares issued
and outstanding from approximately 45,665,063 shares to approximately 1,826,603 million shares. A copy of the Reverse Stock Split Certificate
of Amendment is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
The Company’s transfer agent, EQ Shareowner Services, will provide
instructions to stockholders of record regarding the process for exchanging share certificates and all book-entry or other electronic
positions representing issued and outstanding shares of the Company’s common stock will be automatically adjusted.
The Company’s common stock will continue to trade on the NASDAQ
Capital Market under the trading symbol “TRAW,” and will begin trading on a split-adjusted basis when the market opens on
September 23, 2024. The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 68232V 884.
At the Special Meeting, the Company’s stockholders also approved
a proposal to amend the Certificate of Incorporation to increase the number of authorized shares of capital stock of the Company to 255,000,000
shares in order to increase the number of authorized shares of common stock from 125,000,000 to 250,000,000 shares (the “Authorized
Shares Increase”).
On September 16, 2024, the Company filed the Certificate of Amendment
for Authorized Shares Increase (the “Authorized Shares Increase Certificate of Amendment”) with the Secretary of State of
the State of Delaware. The Authorized Shares Increase Certificate of Amendment will become effective at 5:00 pm Eastern Standard Time
on September 20, 2024. A copy of the Authorized Shares Increase Certificate of Amendment is attached as Exhibit 3.2 hereto and
is incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
At the Special Meeting, the Company’s stockholders voted on the following proposals:
Proposal 1. To approve, in accordance with Nasdaq
Listing Rule 5635(a), the issuance of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”),
upon conversion of the Company’s Series C Non-Voting Convertible Preferred Stock, par value $0.01 per share (“Series C
Preferred Stock”) (the “Conversion Proposal”). The Conversion Proposal was approved by a vote of the stockholders as
follows:
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| 6,657,135 | |
529,839 | |
33,670 | |
5,483,629 |
Proposal 2. To approve an amendment to our Tenth
Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”) to increase our authorized
shares of Common Stock from 125,000,000 to 250,000,000 (the “Authorized Share Increase Proposal”). The Authorized Shares Increase
Proposal was approved by a vote of the stockholders as follows:
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| 9,339,553 | |
3,270,326 | |
94,394 | |
None |
Proposal 3. To approve an amendment to our Certificate
of Incorporation to combine outstanding shares of our Common Stock into a lesser number of outstanding shares, or a “Reverse Stock
Split,” by a ratio of not less than one-for-fifteen and not more than one-for-twenty-five, with the exact ratio to be set within
this range by the Board in its sole discretion (the “Reverse Stock Split Proposal”). The Reverse Stock Split Proposal was
approved by a vote of the stockholders as follows:
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| 9,025,330 | |
3,563,582 | |
115,361 | |
None |
| Item 5.08 |
Shareholder Director Nominations. |
The Board has established October 31,
2024 as the date of the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”). Because the date
of the 2024 Annual Meeting is delayed by more than 30 days after the anniversary date of the Company’s 2023 Annual Meeting of Shareholders
(the “2023 Annual Meeting”), in accordance with Rule 14a−5(f) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), the Company is informing shareholders of such change. The record date, time and location of
the 2024 Annual Meeting will be as set forth in the Company’s proxy statement for the 2024 Annual Meeting.
Because the date of the 2024
Annual Meeting has been changed by more than 30 days from the anniversary of the 2023 Annual Meeting of Shareholders, the deadline for
submission of any shareholder proposals pursuant to Rule 14a-8 under the Exchange Act, and the deadlines for any shareholder to submit
a nominee to serve as director or to submit a proposal to be considered at the meeting or for inclusion in the Company’s proxy materials
outside of Rule 14a-8, as set forth in the Company’s proxy statement, filed with the United States Securities and Exchange
Commission (the “SEC”) on June 7, 2023, no longer apply.
To be considered for inclusion
in the Company’s proxy materials for the 2024 Annual Meeting in accordance with Rule 14a-8, shareholder proposals must be submitted
in writing by September 26, 2024, which the Company has determined to be a reasonable time before it expects to begin to print and
distribute its proxy materials prior to the 2024 Annual Meeting.
In accordance with the Company’s
bylaws (the “Bylaws”), because the date of the 2024 Annual Meeting will be delayed by more than 60 days after the anniversary
of the Company’s 2023 Annual Meeting, in order for a shareholder entitled to vote to bring a proposal or submit a nominee for director
at the 2024 Annual Meeting, such shareholder must give notice to the Company in accordance with its Bylaws of such proposal or nominee
and such notice by such shareholder must be received no later than the close of business on the 10th day following the day on which public
announcement of the date of the 2024 Annual Meeting is first made. Accordingly, notice of shareholder proposals or nominations for director
for the 2024 Annual Meeting must be received no later than September 26, 2024.
Shareholders must deliver the
proposals or nominations to the Company’s Secretary at Traws Pharma, Inc., 12 Penns Trail, Newtown, PA 18940, and must comply
with all applicable rules and regulations of the SEC and the Company’s Bylaws.
On September 16, 2024, the
Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
As previously disclosed on a Form 8-K filed on August 23,
2024, on August 23, 2024, the Company received a letter from The Nasdaq Capital Market (“Nasdaq”) dated August 21,
2024, notifying the Company that it is no longer in compliance with the minimum stockholders’ equity requirement for continued listing
on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity
of at least $2.5 million (the “Stockholders' Equity Requirement”). In the Company’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2024 (“Second Quarter 10-Q”), the Company reported stockholders’ deficit of approximately
$105.5 million, which is below the minimum stockholders’ equity required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1).
In addition, as of August 21, 2024, the Company did not meet the alternative compliance standards relating to the market value of
listed securities or net income from continuing operations.
Following the stockholders’ approval of the Conversion Proposal,
and as of the date of this Current Report, the Company believes it satisfies the Stockholders' Equity Requirement because it now has stockholders’
equity of at least $2.5 million.
Nasdaq will continue to monitor the Company’s ongoing compliance
with the Stockholders' Equity Requirement and, if the Company’s next periodic report does not evidence compliance with the Stockholders'
Equity Requirement, the Company may be subject to delisting. There can be no assurance that the Company will be able to maintain compliance
with the Stockholders' Equity Requirement.
Forward Looking Statements
Any statements in this Current Report about the future expectations,
plans and prospects of the Company, including without limitation, statements regarding: stockholders’ equity and other statements
containing the words “anticipate”, “believe”, “continue”, “could”, “estimate”,
“expect”, “hypothesize”, “intend”, “may”, “plan”, “potential”,
“predict”, “project”, “should”, “target”, “would”, and similar expressions,
constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ
materially from those indicated by such forward-looking statements as a result of various important factors, including, but not limited
to those set forth under the caption “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed
with the SEC, as supplemented by its subsequent Quarterly Reports on Form 10-Q and in other filings that makes with the SEC. In addition,
any forward-looking statements included in this Current Report represent the Company’s views only as of the date hereof and should
not be relied upon as representing its views as of any subsequent date. The Company specifically disclaims any intention to update any
forward-looking statements included in this Current Report.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 17, 2024 |
TRAWS PHARMA, INC. |
| |
|
|
| |
By: |
/s/ MARK GUERIN |
| |
|
Name: Mark Guerin |
| |
|
Title: Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
TENTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TRAWS PHARMA, INC.
TRAWS PHARMA, INC.,
a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does
hereby certify as follows:
FIRST: The
name of the Corporation is Traws Pharma, Inc. The Tenth Amended and Restated Certificate of Incorporation was originally filed with
the Secretary of State of the State of Delaware (the “Secretary of State”) on July 30, 2013, and has been amended by
a Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation filed with the Secretary of State on May 31,
2016, a Certificate of Designation of Preference, Rights and Limitations of Series A Convertible Preferred Stock filed with the Secretary
of State on February 8, 2018, a Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation, as amended,
filed with the Secretary of State on March 21, 2018, a Certificate of Amendment to the Tenth Amended and Restated Certificate of
Incorporation, as amended, filed with the Secretary of State on June 7, 2018, a Certificate of Designation of Preference, Rights
and Limitations of Series B Convertible Preferred Stock filed with the Secretary of State on April 27, 2018, a Certificate of
Amendment to the Tenth Amended and Restated Certificate of Incorporation, as amended, filed with the Secretary of State on September 25,
2018, a Certificate of Designation of Preferences, Rights and Limitations of Series C Non-Voting Convertible Preferred Stock filed
with the Secretary of State on April 2, 2024, and a Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation,
as amended, filed with the Secretary of State on April 2, 2024 (the Tenth Amended and Restated Certificate of Incorporation, as so
amended, the “Certificate of Incorporation”).
SECOND: Article IV,
Section A, of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“A. Classes of Stock. The Corporation
is authorized to issue two classes of capital stock to be designated, respectively, “Common Stock” and “Preferred Stock”,
each of which shall have a par value of $0.01 per share. The total number of shares which the Corporation is authorized to issue is 255,000,000
shares, of which (i) 250,000,000 shares shall be designated as Common Stock and (ii) 5,000,000 shares shall be designated as
Preferred Stock. Such stock may be issued from time to time by the Corporation for such consideration as may be fixed by the board of
directors of the Corporation (the “Board of Directors”).
Reverse
Stock Split. Upon the filing and effectiveness (the “Effective Time”) of this Certificate
of Amendment pursuant to the Section 242 of the General Corporation Law of the State of Delaware, each twenty-five (25) shares of
the Corporation’s common stock, par value of $0.01 per share, issued and outstanding (or held in treasury) immediately prior to
the Effective Time (the “Old Common Stock”) shall automatically without further action on the part of the Corporation
or any holder of Old Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and nonassessable share
of common stock, par value of $0.01 per share (the “New Common Stock”), subject to the treatment of fractional share
interests as described below (the “reverse stock split”). The conversion of the Old Common Stock into New Common Stock
will be deemed to occur at the Effective Time. From and after the Effective Time, certificates representing the Old Common Stock shall
represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to this Certificate
of Amendment. Holders who otherwise would be entitled to receive fractional share interests of New Common Stock upon the effectiveness
of the reverse stock split shall be entitled to receive a whole share of New Common Stock in lieu of any fractional share created as a
result of such reverse stock split.”
THIRD: The future effective
time of the foregoing amendment is 5:00 p.m. Eastern Standard Time on September 20, 2024.
FOURTH: The
stockholders of the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation
has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized
officer as of the 16th day of September, 2024.
| |
TRAWS PHARMA, INC. |
| |
|
| |
By: |
/s/
Werner Cautreels |
| |
Name: Werner Cautreels |
| |
Title: Chief Executive Officer |
Exhibit 3.2
CERTIFICATE OF AMENDMENT
TO
TENTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TRAWS PHARMA, INC.
TRAWS PHARMA, INC., a corporation organized
and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST: The
name of the Corporation is Traws Pharma, Inc. The Tenth Amended and Restated Certificate of Incorporation was originally filed with
the Secretary of State of the State of Delaware (the “Secretary of State”) on July 30, 2013, and has been amended by
a Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation filed with the Secretary of State on May 31,
2016, a Certificate of Designation of Preference, Rights and Limitations of Series A Convertible Preferred Stock filed with the Secretary
of State on February 8, 2018, a Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation, as amended,
filed with the Secretary of State on March 21, 2018, a Certificate of Amendment to the Tenth Amended and Restated Certificate of
Incorporation, as amended, filed with the Secretary of State on June 7, 2018, a Certificate of Designation of Preference, Rights
and Limitations of Series B Convertible Preferred Stock filed with the Secretary of State on April 27, 2018, a Certificate of
Amendment to the Tenth Amended and Restated Certificate of Incorporation, as amended, filed with the Secretary of State on September 25,
2018, a Certificate of Designation of Preferences, Rights and Limitations of Series C Non-Voting Convertible Preferred Stock filed
with the Secretary of State on April 2, 2024, and a Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation,
as amended, filed with the Secretary of State on April 2, 2024 (the Tenth Amended and Restated Certificate of Incorporation, as so
amended, the “Certificate of Incorporation”).
SECOND: Article IV,
Section A, of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“A. Classes of Stock. The Corporation
is authorized to issue two classes of capital stock to be designated, respectively, “Common Stock” and “Preferred Stock”,
each of which shall have a par value of $0.01 per share. The total number of shares which the Corporation is authorized to issue is 255,000,000
shares, of which (i) 250,000,000 shares shall be designated as Common Stock and (ii) 5,000,000 shares shall be designated as
Preferred Stock. Such stock may be issued from time to time by the Corporation for such consideration as may be fixed by the board of
directors of the Corporation (the “Board of Directors”).
THIRD: The future effective
time of the foregoing amendment is 5:00 p.m. Eastern Standard Time on September 20, 2024.
FOURTH: The
stockholders of the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation
has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized
officer as of the 16th day of September, 2024.
| |
TRAWS PHARMA, INC. |
| |
|
| |
By: |
/s/ Werner Cautreels |
| |
Name: Werner Cautreels |
| |
Title: Chief Executive Officer |
Exhibit 99.1
Traws Pharma,
Inc. Announces Special Shareholders Meeting Results
Three proposals, including a reverse stock split,
were submitted and approved
Traws Board subsequently approved a 1-for-25
reverse stock split
Traws’ shares expected to begin trading
on a split-adjusted basis on September 23, 2024
NEWTOWN, PA, September 17, 2024 (GLOBE NEWSWIRE)
– Traws Pharma, Inc. (Nasdaq: TRAW) (“Traws” or “the Company”), a clinical-stage biopharmaceutical company
developing oral small molecule therapies for the treatment of respiratory viral diseases and cancer, today announced the results of the
Company’s 2024 Special Meeting of Stockholders held on September 16, 2024.
At Traws’ 2024 Special Meeting of Stockholders
on September 16, 2024, all of the matters put forward before the Company’s shareholders for consideration and approval, as set out
in the Company’s definitive proxy statement dated August 8, 2024, were approved by the requisite number of votes cast at the meeting:
| · | Authorization of the issuance of shares of the
Company’s common stock upon conversion of the Company’s Series C Non-Voting Convertible Preferred Stock |
| · | Approval of an amendment to the Company’s
Tenth Amended and Restated Certificate of Incorporation, as amended, to increase Traws’ authorized shares of Common Stock from 125,000,000
shares to 250,000,000 shares |
| · | Approval of an amendment to Traws’ Certificate
of Incorporation to combine outstanding shares of the Company’s Common Stock into a lesser number of outstanding shares, or a “Reverse
Stock Split,” by a ratio of not less than one-for-fifteen and not more than one-for-twenty-five, with the exact ratio to be set
within this range by Traws’ Board of Directors in its sole discretion. |
Regarding the reverse split, following approval
at the Special Shareholders Meeting, Traws’ Board of Directors subsequently approved a reverse stock split ratio of one-for-twenty-five,
and the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”)
to its Certificate of Incorporation to effect the reverse stock split on September 16, 2024, which will be effective at the close of business
on September 20, 2024. Beginning at the open of trading on September 23, 2024, Traws’ common stock will trade on the Nasdaq Capital
Market on a split-adjusted basis.
Upon effectiveness of the reverse stock split,
each twenty-five shares of Traws’ common stock, par value of $0.01 per share, issued and outstanding immediately prior to the effective
time, automatically were reclassified, combined, converted and changed into one fully paid and non-assessable share of common stock, par
value of $0.01 per share.
| · | In addition, a proportionate adjustment will
be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options, warrants, restricted
stock units and convertible preferred stock entitling the holders to purchase shares of the Company’s common stock. |
| · | No fractional shares will be issued as a result
of the reverse stock split. Instead, Traws’ stockholders who otherwise would have been entitled to a fraction of a share, will receive
a full share of common stock. Fractional shares resulting from exercise of other common stock warrants and conversion of outstanding convertible
preferred stock (if any) will be rounded in accordance with the terms of such securities. |
| · | The reverse stock split
will decrease the number of common shares issued and outstanding from approximately 45,665,063 million shares to approximately 1,826,603
million shares. These approximate share amounts include the shares of common stock that are issued upon conversion of the Company’s
Series C Non-Voting Convertible Preferred Stock that will occur on September 19, 2024. |
Traws’ transfer agent, EQ Shareowner Services,
will provide instructions to stockholders of record regarding the process for exchanging share certificates and all book-entry or other
electronic positions representing issued and outstanding shares of Traws common stock will be automatically adjusted.
Traws’ common stock will continue
to trade on the Nasdaq Capital Market under the trading symbol “TRAW.” The new CUSIP number for the common stock following
the reverse stock split is 68232V 884.
About Traws Pharma, Inc.
Traws Pharma is a clinical stage biopharmaceutical
company developing oral small molecule therapies for the treatment of respiratory viral diseases and cancer. The viral respiratory disease
program includes two potentially best-in-class oral small molecules in Phase 1 studies: tivoxavir marboxil, a novel oral antiviral drug
candidate for influenza and avian flu, targeting the influenza cap-dependent endonuclease, and ratutrelvir, targeting Mpro (3CL protease)
for COVID19.
In the cancer program, Traws is utilizing a partnering
strategy, supported by investigator sponsored studies, to advance the oncology program which includes the novel proprietary multi-kinase
CDK4-plus inhibitor, narazaciclib, and the multi-kinase inhibitor targeting cell cycle proteins including PLK-1, rigosertib.
Traws is committed to delivering novel compounds
for unmet medical needs using state-of-the-art drug development technology. With a focus on product safety and a commitment to patients
in need or that are specifically vulnerable, we aim to build solutions for important medical challenges and alleviate the burden of viral
infections and cancer.
Forward-Looking Statements
Some of the statements in this release are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the
Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and involve risks and
uncertainties including statements regarding the Company, its business and product candidates and the implementation and timing of
the reverse stock split. The Company has attempted to identify forward-looking statements by terminology including
“believes”, “estimates”, “anticipates”, “expects”, “plans”,
“intends”, “may”, “could”, “might”, “will”, “should”,
“preliminary”, “encouraging”, “approximately” or other words that convey uncertainty of future
events or outcomes. Although Traws believes that the expectations reflected in such forward-looking statements are reasonable as of
the date made, expectations may prove to have been materially different from the results expressed or implied by such forward
looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors,
including the success and timing of Traws’ clinical trials, collaborations, merger integration, market conditions and those
discussed under the heading “Risk Factors” in Traws’ filings with the Securities and Exchange Commission. Any
forward-looking statements contained in this release speak only as of its date. Traws undertakes no obligation to update any
forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the
occurrence of unanticipated events.
Traws Pharma Contact:
Mark Guerin
Traws Pharma, Inc.
267-759-3680
www.trawspharma.com
Investor Contact:
Bruce Mackle
LifeSci Advisors, LLC
646-889-1200
bmackle@lifesciadvisors.com
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- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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