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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 26, 2024

 

Traws Pharma, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware   001-36020   22-3627252
(State or Other Jurisdiction
of Incorporation or Organization)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

12 Penns Trail

Newtown, PA 18940
(267) 759-3680

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

N/A 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $.01 per share   TRAW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

 

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 26, 2024, the Board adopted an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws Amendment”), solely to reduce the quorum requirement for all meetings of stockholders of the Company from a majority of the issued and outstanding shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) to one-third of the issued and outstanding shares of Common Stock.

 

The foregoing description of the Bylaws Amendment is a summary and is qualified in its entirety by reference to the full text of the Bylaws Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit 
Number
  Description
     
3.1   Amendment to Amended and Restated Bylaws of Traws Pharma, Inc., effective as of June 26, 2024
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

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.

 

  TRAWS PHARMA, Inc.
   
Date: June 28, 2024 By: /s/ MARK GUERIN
    Mark Guerin
    Chief Financial Officer

 

 

 

 

Exhibit 3.1

  

AMENDMENT NO. 1 

TO THE 

AMENDED AND RESTATED BYLAWS 

OF 

TRAWS PHARMA, INC.

 

The Amended and Restated Bylaws (“Bylaws”) of Traws Pharma, Inc. (the “Corporation”), are hereby amended as follows, effective June 26, 2024:

 

1.Section 2.3 of the Bylaws of the Corporation is hereby amended and restated in its entirety to read as follows:

 

“At any meeting of the stockholders, the holders of shares of stock of the Corporation entitled to cast one-third of the total votes entitled to be cast by the holders of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (“Voting Stock”), present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number is required by applicable law or the Certificate of Incorporation. If a separate vote by one or more classes or series is required, the holders of shares entitled to cast a majority of the total votes entitled to be cast by the holders of the shares of the class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter.

 

If a quorum shall fail to attend any meeting, the chairman of the meeting may adjourn the meeting to another place, if any, date and time.”

 

2.Except as specifically amended herein, the Bylaws shall remain unchanged and in full force and effect.

 

[Remainder of page intentionally left blank]

 

 

 

 

TRAWS PHARMA, INC. 

CERTIFICATE OF ADOPTION OF 

AMENDMENT NO. 1 

TO THE 

AMENDED AND RESTATED BYLAWS

 

The undersigned hereby certifies that he is the duly elected or appointed, qualified, and acting Secretary of Traws Pharma, Inc., a Delaware corporation, and that the foregoing Amendment to the Amended and Restated Bylaws constitutes the entire amendment to the Amended and Restated Bylaws, as duly adopted by the Board of Directors on June 26, 2024.

 

  /s/ Mark Guerin
  Name: Mark Guerin
  Title: Secretary