SEC Form 4 · accession 0000905718-18-000415

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

Apr 27, 2018

Accepted (ET)

May 1, 2018 · 4:12 pm EDT

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	Apr 27, 2018	P	10,147,058	$0.425	A	12,244,080	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 B Convertible Preferred Stock Purchase Warrant^F2,F4,F1,F3	$0.425	Apr 27, 2018	P	10,147,058	A	Apr 27, 2018	—	Series B Preferred Stock	253,677	10,147,058	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 0.025 share of Series B Convertible Preferred Stock, par value $0.01 per share ("Preferred Stock") at an exercise price of $0.425 per 0.025 share of Preferred Stock. Each 0.025 share of Preferred Stock will be convertible into one share of common stock, par value $0.01 per share (the "Common Stock"). Onconova Therapeutics, Inc. (the "Company") does not currently have a sufficient number of authorized shares of Common Stock to cover the shares issuable upon the conversion of the Preferred Stock. As a result, before any shares of Preferred Stock can be converted, the Company must obtain stockholder approval of an amendment (the "Charter Amendment") to its 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 eighteen (18) month anniversary of the date on which the Company publicly announces through the filing of a Current Report on Form 8-K that the Charter Amendment has been filed with the Secretary of State of the State of Delaware.
F410,147,058 Units purchased for $0.425 per Unit. Each Unit consists of one share of Common Stock and one Warrant.