Traws Pharma, Inc.
19.90%
760,824
1130598
68232V884
Dec 30, 2024
Jan 29, 2025, 06:42 PM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| ORBIMED ADVISORS LLC | Investment Adviser | 19.90% | 760,824 | 0 | 760,824 |
| OrbiMed Capital GP VIII LLC | Other | 19.90% | 760,824 | 0 | 760,824 |
Disclosure Items (7)
Common Stock
Traws Pharma, Inc.
12 Penns Trail, Newtown, PA, 18940
OrbiMed Advisors is a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended. OrbiMed GP is a limited liability company organized under the laws of Delaware. Carl L. Gordon is a United States citizen. Sven H. Borho is a German and Swedish citizen. W. Carter Neild is a United States citizen. Geoffrey C. Hsu is a United States citizen. C. Scotland Stevens is a United States citizen. David P. Bonita is a United States citizen. Peter A. Thompson is a United States citizen. Matthew S. Rizzo is a United States citizen. Trey Block is a United States citizen.
601 Lexington Avenue, 54th Floor, New York, New York 10022.
OrbiMed Advisors is the managing member or general partner of certain entities as more particularly described in Item 6 below. OrbiMed GP is the general partner of a limited partnership as more particularly described in Item 6 below. Carl L. Gordon is a member of OrbiMed Advisors. Sven H. Borho is a member of OrbiMed Advisors. W. Carter Neild is a member of OrbiMed Advisors. Geoffrey C. Hsu is a member of OrbiMed Advisors. C. Scotland Stevens is a member of OrbiMed Advisors. David P. Bonita is a member of OrbiMed Advisors. Peter A. Thompson is a member of OrbiMed Advisors. Matthew S. Rizzo is a member of OrbiMed Advisors. Trey Block is the Chief Financial Officer of OrbiMed Advisors.
Not applicable.
Item 2(a) is incorporated herein by reference.
On December 31, 2024, the Issuer closed an offering (the "Offering") of (i) Class A Units ("Class A Units"), each Class A Unit consisting of one Share or one Pre-Funded Warrant to purchase one Share (a "Pre-Funded Warrant") and one Series A Warrant to purchase one Share (a "Series A Warrant"), and (ii) Class B Units ("Class B Units"), each Class B Unit consisting of one Pre-Funded Warrant. The aggregate purchase price per Share and Series A Warrant was $5.103 and the aggregate purchase price per Pre-Funded Warrant and Series A Warrant was $5.093. The Pre-Funded Warrants have an exercise price of $0.01 and will become exercisable upon stockholder approval of the exercise of the Pre-Funded Warrants, in accordance with Nasdaq listing rules. The Pre-Funded Warrants do not expire. The Series A Warrants have an exercise price of $13.42 and will become exercisable on June 30, 2025; provided however, that the Series A Warrants may not be exercised prior to the Issuer's receipt of stockholder approval of the exercise of the Series A Warrants, in accordance with Nasdaq listing rules. The Series A Warrants expire on the date that is the earlier of (i) December 31, 2029, and (ii) subject to the fulfilment of certain equity conditions, thirty trading days after the last of the following data readouts to occur, as announced by the Issuer: (a) Ferret animal model Bird Flu data, (b) non-human primate Bird Flu data, or (c) Phase 2a Influenza A human clinical data. In connection with the Offering, OrbiMed Private Investments VIII, LP ("OPI VIII"), a limited partnership organized under the laws of Delaware, purchased 96,348 Class A Units for an aggregate purchase price of $490,700. The source of funds for such purchases was the working capital of OPI VIII.
The following disclosure is based upon 3,650,731 outstanding Shares of the Issuer, as set forth in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2024, and includes an additional 155,293 Shares subject to presently convertible shares of the Issuer's Series C Non-Voting Convertible Preferred Stock ("Series C Preferred Stock"). As of the date of this filing, OPI VIII, a limited partnership organized under the laws of Delaware, holds 605,531 Shares constituting approximately 16.6% of the issued and outstanding Shares and beneficially owns an additional 155,293 Shares (on an as-converted basis) subject to presently convertible shares of Series C Preferred Stock, which, together with the Shares held by OPI VIII, constitutes 19.9% of the issued and outstanding Shares. OPI VIII holds 1,682.3473 shares of Series C Preferred Stock, inclusive of the 155,293 Shares (on an as-converted basis) subject to presently convertible shares of Series C Preferred Stock that are deemed to be beneficially owned for purposes of this Amendment No. 2. Each share of Series C Preferred Stock is convertible into 400 Shares, subject to an issuance limitation that prohibits the holder from converting such shares of Series C Preferred Stock to the extent that after giving effect to the issuance of Shares after such conversion, the holder (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) would beneficially own in excess of 19.9% of the Shares outstanding. Additionally, OPI VIII holds 96,348 Pre-Funded Warrants and 96,348 Series A Warrants. OrbiMed GP is the general partner of OPI VIII, pursuant to the terms of the limited partnership agreement of OPI VIII, and OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. As a result, OrbiMed Advisors and OrbiMed GP share power to direct the vote and disposition of the Shares held by OPI VIII and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares, Pre-Funded Warrants, Series A Warrants, and Series C Preferred Stock held by OPI VIII. OrbiMed Advisors exercises this investment and voting 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 Shares, Pre-Funded Warrants, Series A Warrants, and Series C Preferred Stock held by OPI VIII.
Item 5(a) is incorporated by reference herein.
Not applicable.
Not applicable.
Not applicable.
In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed GP is the general partner of OPI VIII, pursuant to the terms of the limited partnership agreement of OPI VIII. Pursuant to this agreement and relationship, OrbiMed GP has discretionary investment management authority with respect to the assets of OPI VIII. Such authority includes the power to vote and otherwise dispose of securities held by OPI VIII. The number of outstanding Shares attributable to OPI VIII is 760,824 Shares, which includes 155,293 Shares (on an as-converted basis) subject to presently convertible shares of Series C Preferred Stock. OrbiMed GP, pursuant to its authority under the limited partnership agreement of OPI VIII, may be considered to hold indirectly 760,824 Shares. In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, OrbiMed Advisors is the managing member of OrbiMed GP, pursuant to the terms of the limited liability company agreement of OrbiMed GP. Pursuant to these agreements and relationships, OrbiMed Advisors and OrbiMed GP have discretionary investment management authority with respect to the assets of OPI VIII. Such authority includes the power of OrbiMed GP to vote and otherwise dispose of securities held by OPI VIII. The number of outstanding Shares attributable to OPI VIII is 760,824 Shares, which includes 155,293 Shares (on an as-converted basis) subject to presently convertible shares of Series C Preferred Stock. OrbiMed Advisors, pursuant to its authority under the terms of the limited liability company agreement of OrbiMed GP, may also be considered to hold indirectly 760,824 Shares. Support Agreement In connection with the Offering, OPI VIII and certain other stockholders of the Issuer entered into support agreements with the Issuer (the "Support Agreement") whereby the stockholders agreed to vote their Shares outstanding as of the date of the Offering in favor of (i) the issuance of more than 19.99% of the Issuer's outstanding Shares upon exercise of the Series A Warrants and Pre-Funded Warrants and (ii) the issuance of Shares to certain insiders of the Issuer upon exercise of the Series A Warrants and Pre-Funded Warrants, each in accordance with the listing rules of Nasdaq. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full texts of the Support Agreement, which is filed as Exhibit 2 and incorporated herein by reference.
Exhibit Description ---------------------------------------------------------------------------------- 1. Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP VIII LLC. ---------------------------------------------------------------------------------- 2. Form of Stockholder Support Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K, filed with the SEC on December 31, 2024). ----------------------------------------------------------------------------------