Onconova Therapeutics, Inc. (NasdaqCM:ONTX) entered into a definitive merger agreement to acquire Trawsfynydd Therapeutics, Inc. on April 1, 2024. Onconova issued the following in the transactions: in connection with the merger, the stockholders of Traswfynydd received an aggregate of 3,549,538 shares of common stock and 10,359.0916 shares of newly issued Series C non-voting convertible preferred stock (with a conversion ratio of preferred to common at 1:10,000) (the "Series C preferred stock?). Under the terms of the agreement, Onconova acquired 100% of Trawsfynydd?s outstanding equity interests. In connection with the transaction and concurrent with the Merger, the combined company which has been renamed ?Traws Pharma, Inc.? will trade on NASDAQ under the new ticker symbol ?TRAW?, commencing prior to the opening of trading Wednesday, April 3, 2024. In connection with the Merger, Traws announced that it will raise $14 million in a committed private placement financing by OrbiMed and Torrey Pines, expected to close on April 3, 2024. Upon closing of the private placement, Traws expects to have in excess of $28 million of cash and cash equivalents from the proceeds of the private placement and cash from both companies. These proceeds will be used to advance the Traws? programs through multiple clinical data catalysts and complete the dose ranging study for narazaciclib. Traws will be led by incoming Chief Executive Officer, Werner Cautreels, Ph.D.; President and Chief Scientific Officer, Oncology, Steven Fruchtman (Onconova); Chief Financial Officer, Mark Guerin (Onconova), Chief Medical Officer, Robert Redfield, (Trawsfynydd), Chief Scientific Officer, Virology, C. David Pauza,(Trawsfynydd) and Chief Operating Officer, Nikolay Savchuk, (Trawsfynydd/Torrey Pines), as well as several other members of the Onconova and Trawsfynydd teams. Traws? Board of Directors will be comprised of Trawsfynydd?s Chairman Iain Dukes, (Venture Partner at OrbiMed), Executive Chairman, Werner Cautreels, Nikolay Savchuk, (General Partner of Torrey Pines) as well as existing Onconova Directors Trafford Clarke, James Marino, J.D. and M. Theresa Shoemaker and Jack E. Stover. Board of directors of Onconova approved the transaction.
Tungsten Advisors served as the exclusive financial advisor and placement agent to Onconova. Orrick, Herrington & Sutcliffe, LLP and Morgan, Lewis & Bockius LLP are serving as legal counsel to Onconova. Snell & Wilmer L.L.P. is serving as legal counsel to Trawsfynydd.

Onconova Therapeutics, Inc. (NasdaqCM:ONTX) completed the acquisition of Trawsfynydd Therapeutics, Inc. on April 1, 2024.