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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): July 16, 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)

 

Not Applicable 

(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 (17CFR 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 4.01 Changes in Registrant's Certifying Accountant.

 

On July 16, 2024, the Audit Committee of the Board of Directors of Traws Pharma, Inc. (the “Company”) engaged KPMG LLP (“KPMG”) as the Company’s new independent registered public accounting firm for the year ended December 31, 2024.

 

During the fiscal years ended December 31, 2023 and December 31, 2022, and the interim period through July 16, 2024, the Company did not consult with KPMG regarding: (i) the application of accounting principles to a specified transaction, either proposed or completed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

 

The Company has requested Ernst and Young LLP to furnish it a letter addressed to the U.S Securities and Exchange Commission ("SEC") stating whether it agrees with the above statements. A copy of that letter, dated July 19, 2024 is filed as Exhibit 16.1 to this Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. Exhibit
   
16.1 Letter from Ernst and Young LLP
   
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: July 19, 2024 TRAWS PHARMA, INC.

 

  By: /s/ MARK GUERIN
    Name: Mark Guerin
    Title: Chief Financial Officer

 

2 

 

 

Exhibit 16.1

 

July 19, 2024

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

Commissioners:

 

We refer you to our previous letter dated May 22, 2024 that addressed Traws Pharma Inc.’s disclosure in the initial filing announcing the change in auditors.

 

We have read Item 4.01 of Form 8-K dated July 19, 2024, of Traws Pharma, Inc. and are in agreement with the statements contained in the third paragraph. We have no basis to agree or disagree with other statements of the registrant contained therein.

 

/s/ Ernst & Young LLP