SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* TPAV, LLC (Last) (First) (Middle) 12 PENNS TRAIL (Street) NEWTOWN PA 18940 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/01/2024	3. Issuer Name and Ticker or Trading Symbol Traws Pharma, Inc. [ TRAW ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 04/03/2024
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,222,738(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(3)	(3)	Common Stock	36,552,963(4)	(3)	D

Explanation of Responses:

1. Consists of (i) 885,532 shares of common stock of the Company, par value $0.01 per share ("Common Stock") received in exchange for shares of common stock of Trawsfynydd Therapeutics, Inc. ("Trawsfynydd") in connection with the acquisition (the "Merger") by Traws Pharma, Inc. (f/k/a Onconova Therapeutics, Inc., the "Company") of Trawsfynydd in accordance with the terms of an Agreement and Plan of Merger, dated April 1, 2024 (the "Merger Agreement"), by and among the Company, Traws Merger Sub I, Inc., Traws Merger Sub II, LLC and Trawsfynydd, pursuant to which, upon consummation of the Merger, all of the outstanding shares Trawsfynydd common stock were converted into shares of Common Stock on a 1:20.1291 basis pursuant to the terms of the Merger Agreement, and (ii) 337,206 shares of Common Stock received pursuant to a Securities Purchase Agreement, dated April 1, 2024 (the "Securities Purchase Agreement"), by an among the Company, OrbiMed Private Investments VIII, LP and TPAV, LLC.

2. The number of securities beneficially owned in the reporting person's Form 3 filed on April 3, 2024 inadvertently did not include the 337,206 shares of Common Stock received pursuant to the Securities Purchase Agreement.

3. Following stockholder approval of the conversion of the Series C Preferred Stock into shares of Common Stock, each share of Series C Preferred Stock will automatically convert into 10,000 shares of Common Stock, subject to certain limitations.

4. The amount or number of shares underlying the derivative security in the reporting person's Form 3 filed on April 3, 2024 inadvertently did not include 10,709,300 shares underlying the Series C Preferred Stock received pursuant to the Securities Purchase Agreement.

	/s/ TPAV, LLC, By: Nikolay Savchuk, Manager	04/11/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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