SEC Form 4 · accession 0000905718-18-000125

Traws Pharma, Inc. · TRAW

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

TYNDALL CAPITAL PARTNERS L P

10% Owner

Period of report

Feb 8, 2018

Accepted (ET)

Feb 12, 2018 · 7:12 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001130598

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Feb 8, 2018	P	1,100,000	$1.01	A	2,097,022	I	See Note

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Convertible Preferred Stock Purchase Warrant^F2,F4,F1,F3	$1.01	Feb 8, 2018	P	1,100,000	A	Feb 8, 2018	—	Series A Preferred Stock	110,000	1,100,000	I

Explanation of responses

F1Tyndall Capital Partners, L.P. ("Tyndall Capital") is the general partner of Tyndall Partners, L.P. ("Tyndall"), and possesses the sole power to vote and the sole power to direct the disposition of all securities held by Tyndall. Tyndall Capital's interest in the securities reported herein is limited to the extent of its pecuniary interest in such securities, if any.
F2Each warrant ("Warrant") is exercisable into 0.1 share of Series A Convertible Preferred Stock, par value $0.01 per share ("Preferred Stock") at an exercise price of $1.01 per 0.1 share of Preferred Stock. Each 0.1 share of Preferred Stock will be convertible into one share of common stock, par value $0.01 per share (the "Common Stock"). The Company does not currently have a sufficient number of authorized shares of Common Stock to cover the shares issuable upon the conversion of Series A Preferred Stock. As a result, before any shares of Preferred Stock can be converted, the Issuer must obtain stockholder approval of an amendment (the "Charter Amendment") to its Tenth Amended and Restated Certificate of Incorporation, as amended, to sufficiently increase its authorized shares of Common Stock to cover the conversion of all outstanding shares of Preferred Stock into Common Stock.
F3The Warrants are exercisable immediately and will expire on the later of (i) the one-year anniversary of the date (the "Charter Amendment Date") on which Issuer publicly announces through the filing of a Current Report on Form 8-K that the amendment to their certificate of incorporation to sufficiently increase their authorized shares of Common Stock to cover the conversion of all outstanding shares of Series A Preferred Stock into Common Stock has been filed with the Secretary of State of the State of Delaware and (ii) the earlier of (A) the one-month anniversary of the date on which Issuer publicly releases their top-line results of the INSPIRE Pivotal phase 3 that compare the overall survival (OS) of patients in the rigosertib group vs the Physician's Choice group, in all patients and in a subgroup of patients with IPSS-R very high risk and (B) December 31, 2019.
F41,100,000 Units purchased for $1.01 per Unit. Each Unit consists of one share of Common Stock and one Warrant.