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Onconova Therapeutics, Inc. and Trawsfynydd Therapeutics, Inc. Announce Business Combination to Form Traws Pharma, Inc, a Best-in-Class Virology and Oncology Company - Closing cash balance of approximately $28 million ex

Key Takeaway: Onconova Therapeutics, Inc. and Trawsfynydd Therapeutics, Inc. Announce Business Combination to Form Traws Pharma, Inc, a Best-in-Class Virology and Oncology - Closing cash balance of approximately $28 million expected from concurrent private placement led by OrbiMed and Torre

Full Press Release Details

Onconova Therapeutics, Inc. and Trawsfynydd
Therapeutics, Inc. Announce Business Combination to Form Traws Pharma, Inc, a Best-in-Class Virology and Oncology
- Closing cash balance of approximately $28 million expected from concurrent private placement led by OrbiMed and Torrey Pines
- Funding expected to advance development of three potential best-in-class/class leading assets: viroksavir, a cap-dependent endonuclease inhibitor for influenza; travaltrelvir, a protease inhibitor for COVID19; and narazaciclib, a next generation CDK4/6 inhibitor for low grade endometriod endometrial cancer (LGEEC)
- Multiple near-term catalysts, for viroksavir and travaltrevir in 2024, with first top-line read-outs expected in H2 2024
- Traws Pharma to be led by incoming CEO, Werner Cautreels, Ph.D.
- Combined board to be led by Executive Chairman Iain Dukes DPhil (OrbiMed) along with Nikolay Savchuk, Ph.D. (Torrey Pines)
- Companies to host joint webcast, April 2, 2024 at 8:30 a.m. ET
NEWTOWN, PA and Rockville,
MD - April 2, 2024 (GLOBE NEWSWIRE) - Onconova Therapeutics, Inc. (NASDAQ: ONTX) ("Onconova"), and Trawsfynydd
Therapeutics, Inc. ("Trawsfynydd"), a privately-held biotechnology company developing next-generation, best-in-class
antivirals for influenza, COVID and other infectious diseases, today announced that the companies have entered into a definitive merger
agreement to combine in an all-stock transaction (the "Merger"). 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." ("Traws") 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.
"I am pleased to announce the combination
of Onconova and Trawsfynydd at this important time, as Trawsfynydd readies to initiate Phase 2 studies in H2 2024 for its lead antiviral
programs for influenza and COVID19, supported by advisors with unparalleled expertise in viral disease, and Onconova is preparing to finalize
the recommended Phase 2 dose (RP2D) for narazaciclib," said Dr. Cautreels incoming Chief Executive Officer of the
Commented Steven Fruchtman, M.D., President
and Chief Executive Officer of Onconova and President and CSO, Oncology of the combined company, "Trawsfynydd has a differentiated
pipeline and an accomplished leadership team poised to advance their lead programs. With a shared focus on developing best-in-class medicines
for patients with unmet needs, we look forward to Traws' continued progress with its anti-viral programs and narazaciclib."
Traws Proprietary Portfolio:
TRX100 (viroksavir): a cap-dependent endonuclease
inhibitor for influenza: Phase 1
Next milestones: H2 2024
TRX01 (travaltrevir): Mpro protease inhibitor
for COVID19: Phase 1
Narazaciclib: CDK 4/6 inhibitor for LGEEC:
Management and Organization
Traws will be led by incoming Chief Executive
Officer, Werner Cautreels, Ph.D.; President and Chief Scientific Officer, Oncology, Steven Fruchtman M.D., (Onconova); Chief Financial
Officer, Mark Guerin (Onconova), Chief Medical Officer, Robert Redfield, M.D., (Trawsfynydd), Chief Scientific Officer, Virology, C. David
Pauza, Ph.D., (Trawsfynydd) and Chief Operating Officer, Nikolay Savchuk, Ph.D., (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, DPhil (Venture Partner at OrbiMed), Executive Chairman, Werner Cautreels, Nikolay Savchuk,
Ph.D. (General Partner of Torrey Pines) as well as existing Onconova Directors Trafford Clarke, Ph.D, James Marino, J.D. and M. Theresa
Shoemaker and Jack E. Stover.
About the Merger and Private
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"), and in connection with the private financing,
OrbiMed and Torrey Pines received an aggregate of 496,935 shares of common stock and 1,578.2120 shares of
Series C preferred stock. This represents, on a fully diluted basis, 75.7% for Trawsfynydd, 13.7% for Onconova and 10.6% for
new investors with a combined fully diluted equity value of $132 million (excluding transaction fees). In connection with the transactions,
a non-transferrable contingent value right (a "CVR") will be distributed to Onconova stockholders of record as of the close
of business on April 15, 2024. Holders of the CVR will be entitled to receive certain proceeds received by Onconova, if any, related
to the disposition, net sales or monetization of narazaciclib and rigosertib.
The shares of common stock issuable upon conversion
of the Series C preferred stock issued in the Merger and the private financing shall be subject to stockholder approval in compliance
with the rules of the NASDAQ Stock Market.
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.
Webcast Presentation
The companies will host a webcast presentation
to discuss the proposed transaction tomorrow, April 2 at 8:30 a.m. ET.
Dial-in details are:
Investors Dial-in: 1-877-407-0784
International Investors Dial-in: 1-201-689-8560
Conference ID: 13745512
Call me : Participants can use Guest dial-in
#s above and be answered by an operator OR click the Call me link for instant telephone access to the event.
https://callme.viavid.com/viavid/?callme=true&passcode=13745512&h=true&info=company-email&r=true&B=6
Call me link will be made active 15 minutes prior to scheduled start time.
A replay of the webcast will also be available
via Onconova's investor website approximately two hours after the call's conclusion.
About Onconova Therapeutics, Inc.
Onconova is a clinical-stage biopharmaceutical
company focused on discovering and developing novel products for patients with cancer. Onconova has been focused on developing targeted
anti-cancer agents designed to disrupt specific cellular pathways that are important for cancer cell proliferation including the novel,
multi-kinase inhibitor narazaciclib, under evaluation for low grade endometroid endometrial cancer (LGEEC).
About Trawsfynydd Therapeutics, Inc.
Trawsfynydd is an antiviral drug development company
committed to reducing disease and death among people with respiratory viral diseases including Influenza and COVID19. Trawsfynydd combines
excellence in medicinal chemistry with the tools of AI and machine learning, to guide and accelerate the drug development process. We
are especially committed to developing best-in-class treatments for the elderly, immunocompromised and other vulnerable populations who
are at increased risk for severe disease and death from respiratory virus infections.
About Traws Pharma, Inc.
Traws is developing next-generation, best-in-class
antivirals for influenza, COVID and other respiratory infections and narazaciclib. Traws was formed from the business combination of Onconova
Therapeutics, Inc. and Trawsfynydd Therapeutics, Inc. and is headquartered in Newtown, PA and will trade on NASDAQ as "TRAW"
starting on April 3, 2024.
contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, including but not limited to, express or implied statements regarding the structure, the combined company's
listing on Nasdaq; expectations regarding the ownership structure of the combined company; expectations regarding the issuance and value
of CVRs; expectations regarding the conversion of the Series C preferred stock and related stockholder approval; expectations regarding
the structure, timing and funding of the private placement financing, expected proceeds and impact on ownership structure; each company's
and the combined company's expected cash position at the closing of the Merger and the expected cash runway of the combined company
following the Merger and private financing; the nature, strategy and focus of the combined company; the development and commercial potential
and potential benefits of any product candidates of the combined company; anticipated clinical drug development activities, related timelines
and expected milestones; and other statements that are not historical fact. All statements other than statements of historical fact contained
in this communication are forward-looking statements. These forward-looking statements are made as of the date they were first issued,
and were based on the then-current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management.
There can be no assurance that future developments affecting Traws, the Merger or the private placement financing will be those that
have been anticipated.
statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Traws'
control. Traws' actual results could differ materially from those stated or implied in forward-looking statements due to a number
Last updated: Apr 2, 2024