UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
| Item 4.01 | Changes in Registrant's Certifying Accountant. |
On May 17, 2024, Ernst & Young LLP (“EY”) notified Traws Pharma, Inc. (the “Company”) that it declines to stand for reappointment as the Company’s registered public accounting firm for the audit of the fiscal year ended December 31, 2024. Except as noted in the paragraph immediately below, the reports of EY on the Company’s financial statements for the years ended December 31, 2023 and 2022 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.
The audit reports of EY on the Company’s financial statements as of and for the years ended December 31, 2023 and 2022 contained an explanatory paragraph which noted that the Company has suffered recurring losses from operations and there was substantial doubt as to the Company’s ability to continue as a going concern.
During the fiscal years ended December 31, 2023, and 2022, and the subsequent interim period through May 17, 2024, there were: (i) no “disagreements” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to EY’s satisfaction, would have caused EY to make reference to them in its reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided EY with a copy of the disclosures the Company is making in this Current Report on Form 8-K and requested that EY furnish a letter to the Company addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of EY’s letter, stating its agreement with such statements, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 16.1 | Letter of EY | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 22, 2024 | TRAWS PHARMA, INC. | |
| By: | /s/ MARK GUERIN | |
| Name: Mark Guerin | ||
| Title: Chief Financial Officer | ||
2
Exhibit 16.1
May 22, 2024
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read Item 4.01 of Form 8-K dated May 22, 2024, of Traws Pharma, Inc. and are in agreement with the statements contained in the first, second, third and fourth paragraphs on page 1 therein. We have no basis to agree or disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP