Orbimed Advisors Llc - Dec 29, 2024 Form 4 Insider Report for Traws Pharma, Inc. (TRAW)

Role
10%+ Owner
Signature
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC
Stock symbol
TRAW
Transactions as of
Dec 29, 2024
Transactions value $
$0
Form type
4
Date filed
1/27/2025, 07:03 PM
Previous filing
Dec 26, 2024
Next filing
Jan 8, 2025

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TRAW Pre-Funded Warrant (right to buy) Purchase +96.3K 96.3K Dec 29, 2024 Common Stock 96.3K $0.01 See Footnote F1, F2, F3, F4, F5
transaction TRAW Series A Warrant (right to buy) Purchase +96.3K 96.3K Dec 29, 2024 Common Stock 96.3K $13.42 See Footnote F3, F4, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Pre-Funded Warrants shall become exercisable upon stockholder approval of the exercise of the Pre-Funded Warrants, in accordance with Nasdaq listing rules.
F2 The Pre-Funded Warrants do not expire.
F3 The Pre-Funded Warrants and Series A Warrants were purchased as part of Class B Units, with each Class B Unit consisting of one Pre-Funded Warrant and one Series A Warrant, at a purchase price of $5.093 per Class B Unit.
F4 These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII, and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VIII and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment 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 securities held by OPI VIII.
F5 Each of OrbiMed Advisors and GP VIII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such person or entity, including any of the reporting persons, is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F6 The Series A Warrants shall 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.
F7 The Series A Warrants shall expire on the date that is the earlier of (a) December 31, 2029, and (b) 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: (i) Ferret animal model Bird Flu data, (ii) non-human primate Bird Flu data, or (iii) Phase 2a Influenza A human clinical data.