0001558370-24-012279 | 10-Q | XBRL Viewer

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Asset Acquisition (Details)		3 Months Ended	6 Months Ended
Asset Acquisition (Details)	Apr. 01, 2024 USD ($) director Program $ / shares shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2024 USD ($) shares	Dec. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Assets
Cash and cash equivalents		$ 16,886,000	$ 16,886,000	$ 20,821,000	$ 29,729,000	$ 38,757,000
Total assets		18,686,000	18,686,000	22,683,000
Liabilities assumed:
Accrued expenses and other current liabilities		3,509,000	3,509,000	3,375,000
Total liabilities		$ 12,587,000	$ 12,587,000	$ 12,011,000
Number of shares issued \| shares		10,359.00	10,359.00
Acquired in-process research and development		$ 117,464,000	$ 117,464,000
Common Stock
Liabilities assumed:
Number of shares issued \| shares		3,549,538	3,549,538
Trawsfynydd IPR&D
Consideration transferred:
Assumed options	$ 7,085,000
Company transaction costs settled in equity	4,984,000
Company transaction costs paid in cash	3,692,000
Total consideration transferred	112,543,000
Assets
Cash and cash equivalents	44,000
Total assets	44,000
Liabilities assumed:
Accrued expenses and other current liabilities	4,965,000
Total liabilities	4,965,000
Net assets acquired	(4,921,000)
In-process research and development	117,464,000
Net Assets acquired	$ 112,543,000
Price per share (in dollars per share) \| $ / shares	$ 1.00
Percentage of discount on share price	10.00%
Number of programs \| Program	2
Transaction costs	$ 8,676,000
Acquired in-process research and development		$ 117,464,000	$ 117,464,000
Number of directors appointed \| director	3
Trawsfynydd IPR&D \| Series C Preferred Stock
Consideration transferred:
Consideration transferred	$ 93,232,000
Liabilities assumed:
Number of shares issued \| shares	10,359
Shares issuable upon conversion \| shares	10,000
Trawsfynydd IPR&D \| Series C Preferred Stock \| Tungsten
Liabilities assumed:
Number of shares issued \| shares	535
Trawsfynydd IPR&D \| Common Stock
Consideration transferred:
Consideration transferred	$ 3,550,000
Liabilities assumed:
Number of shares issued \| shares	3,549,538
Trawsfynydd IPR&D \| Common Stock \| Tungsten
Liabilities assumed:
Number of shares issued \| shares	168,601

Research and Development Arrangements and Related Party Transactions

6 Months Ended

Jun. 30, 2024

Research and Development Arrangements and Related Party Transactions

Research and Development Arrangements and Related Party Transactions

10. Research and Development Arrangements and Related Party Transactions

Research and development arrangements with unrelated parties

The Company has entered into various licensing and right-to-sublicense agreements with educational institutions for the exclusive use of patents and patent applications, as well as any patents that may develop from research being conducted by such educational institutions in the field of anticancer therapy, genes and proteins. Results from this research have been licensed to the Company pursuant to these agreements. Under one of these agreements with Temple University (“Temple”), the Company is required to make annual maintenance payments to Temple and royalty payments based upon a percentage of sales generated from any products covered by the licensed patents, with minimum specified royalty payments. As no sales had been generated through June 30, 2024 under the licensed patents, the Company has not incurred any royalty expenses related to this agreement. In addition, the Company is required to pay Temple a percentage of any sublicensing fees received by the Company.

Research and development arrangements with related parties

Prior to acquiring Trawsfynydd in April 2024, Trawsfynydd entered into a Master Research and Development Agreement (“Agreement”) with ChemDiv, Inc. (“ChemDiv”), pursuant to which ChemDiv provided services related to preclinical drug discovery to Trawsfynydd prior to the Merger and continues to provide services to the Company post-Merger. Dr. Nikolay Savchuk, COO of the Company, is a stockholder of ChemDiv and a member of its board of directors. Subsequent to the acquisition and through June 30, 2024, the Company made payments to ChemDiv of $5,024,000 which primarily relate to services completed prior the acquisition. During the three and six months ended June 30, 2024, zero and $5,024,000, respectively, was expensed as research and development cost in the Company’s condensed statements of operations related to ChemDiv services.

At June 30, 2024, the Company had recorded no amounts payable to ChemDiv in its condensed balance sheets.

Stock-Based Compensation - Fair Value Assumptions (Details) - $ / shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Assumptions used
Risk-free interest rate (as a percent)		3.63%
Expected volatility (as a percent)		121.00%
Expected term (in years)		5 years 10 months 6 days
Expected dividend yield (as a percent)	0.00%	0.00%
Weighted average grant date fair value (in dollars per share)		$ 0.64

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities:
Net loss	$ (128,126,000)	$ (10,025,000)
Adjustment to reconcile net loss to net cash used in operating activities:
In-process research and development	117,464,000
Depreciation and amortization	8,000	7,000
Stock compensation expense	713,000	609,000
Changes in assets and liabilities:
Receivables		12,000
Prepaid expenses and other current assets	54,000	(143,000)
Accounts payable	555,000	1,211,000
Accrued expenses and other current liabilities	(4,831,000)	(591,000)
Deferred revenue	(113,000)	(113,000)
Net cash used in operating activities	(14,276,000)	(9,033,000)
Investing activities:
Acquisition of Trawsfynydd Therapeutics, Inc. net of cash acquired	(3,648,000)
Net cash used in investing activities	(3,648,000)
Financing activities:
Proceeds from sale of common stock in connection with the private placement, net of expenses	13,999,000
Net cash provided by financing activities	13,999,000
Effect of foreign currency translation on cash	(10,000)	5,000
Net decrease in cash and cash equivalents	(3,935,000)	(9,028,000)
Cash and cash equivalents at beginning of period	20,821,000	38,757,000
Cash and cash equivalents at end of period	16,886,000	$ 29,729,000
Supplemental disclosure of cash flow information:
Shares issued for vested restricted stock units	1,000
Common stock issued in connection with acquisition of Trawsfynydd	3,719,000
Preferred stock issued in connection with acquisition of Trawsfynydd	$ 98,047,000

Summary of Significant Accounting Policies - Net loss per share (Details) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares as they would be antidilutive
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares (in shares)	136,673,100	2,056,787
Redeemable convertible preferred stock (common stock equivalents)
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares as they would be antidilutive
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares (in shares)	124,726,751
Warrants
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares as they would be antidilutive
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares (in shares)	307,716	344,990
Employee Stock Option
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares as they would be antidilutive
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares (in shares)	11,073,148	1,711,797
Unvested restricted stock units
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares as they would be antidilutive
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares (in shares)	565,485

Restructuring (Details)	Apr. 08, 2024 USD ($) item	Jun. 30, 2024 USD ($)
Restructuring Cost and Reserve [Line Items]
FTE positions eliminated \| item	11
Number of employees \| item	17
Accrued severance \| $		$ 504,000
Employee Severance
Restructuring Cost and Reserve [Line Items]
Severance costs \| $	$ 884,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Balance Sheet Detail (Tables)

6 Months Ended

Jun. 30, 2024

Balance Sheet Detail

Schedule of prepaid expenses and other current assets


	June 30,		December 31,
	2024		2023
Research and development	$	1,001,000	$	1,060,000
Manufacturing		—		186,000
Insurance		183,000		174,000
Other		583,000		401,000
	$	1,767,000	$	1,821,000

Schedule of property and equipment


	June 30,		December 31,
	2024		2023
Property and equipment	$	84,000	$	84,000
Accumulated depreciation		(70,000)		(62,000)
	$	14,000	$	22,000

Schedule of accrued expenses and other current liabilities


	June 30,		December 31,
	2024		2023
Research and development	$	2,569,000	$	2,196,000
Employee compensation		390,000		1,002,000
Professional fees		46,000		177,000
Accrued severance		504,000		—
	$	3,509,000	$	3,375,000

Warrants (Tables)

6 Months Ended

Jun. 30, 2024

Warrants

Schedule of warrants outstanding and warrant activity


					Balance				Balance
		Exercise		Expiration	December 31,	Warrants	Warrants	Warrants	June 30,
Description	Classification	Price		Date	2023	Issued	Exercised	Expired	2024
Non-tradable pre-funded warrants	Equity	$	2.25	none	3,522	—	—	—	3,522
Non-tradable pre-funded warrants	Equity	$	2.25	none	4,974	—	—	—	4,974
Non-tradable warrants	Equity	$	3.00	November 2024	244,500	—	—	—	244,500
Non-tradable warrants	Equity	$	6.54375	December 2024	16,953	—	—	—	16,953
Non-tradable warrants	Equity	$	6.75450	December 2024	46,263	—	—	—	46,263
					316,212	—	—	—	316,212

Balance Sheet Detail - Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Balance Sheet Detail
Research and development	$ 2,569,000	$ 2,196,000
Employee compensation	390,000	1,002,000
Professional fees	46,000	177,000
Accrued severance	504,000
Accrued expenses and other current liabilities	$ 3,509,000	$ 3,375,000

Stock-Based Compensation - Expense (Details) - USD ($)	3 Months Ended		6 Months Ended
Stock-Based Compensation - Expense (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Stock-Based Compensation
Net tax benefits related to the stock-based compensation costs			$ 0
Stock-based compensation expense	$ 380,000	$ 273,000	713,000	$ 609,000
General and administrative
Stock-Based Compensation
Stock-based compensation expense	384,000	168,000	566,000	275,000
Research and development
Stock-Based Compensation
Stock-based compensation expense	$ (4,000)	$ 105,000	$ 147,000	$ 334,000

Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity (unaudited) - USD ($)	Common Stock	Additional Paid in Capital	Accumulated deficit	Accumulated other comprehensive (loss) income	Total
Balance at Dec. 31, 2022	$ 209,000	$ 491,816,000	$ (463,683,000)	$ (33,000)	$ 28,309,000
Balance (in shares) at Dec. 31, 2022	20,925,992
Increase (Decrease) in Stockholders' Equity (Deficit)
Stock-based compensation		609,000			609,000
Shares issued for vested restricted stock units	$ 1,000	(1,000)
Shares issued for vested restricted stock units (in shares)	51,633
Other comprehensive loss				5,000	5,000
Net loss			(10,025,000)		(10,025,000)
Balance at Jun. 30, 2023	$ 210,000	492,424,000	(473,708,000)	(28,000)	18,898,000
Balance (in shares) at Jun. 30, 2023	20,977,625
Balance at Mar. 31, 2023	$ 210,000	492,151,000	(469,458,000)	(27,000)	22,876,000
Balance (in shares) at Mar. 31, 2023	20,969,559
Increase (Decrease) in Stockholders' Equity (Deficit)
Stock-based compensation		273,000			273,000
Shares issued for vested restricted stock units (in shares)	8,066
Other comprehensive loss				(1,000)	(1,000)
Net loss			(4,250,000)		(4,250,000)
Balance at Jun. 30, 2023	$ 210,000	492,424,000	(473,708,000)	(28,000)	$ 18,898,000
Balance (in shares) at Jun. 30, 2023	20,977,625
Beginning balance (in shares) at Dec. 31, 2023					0
Increase (Decrease) in Redeemable Convertible Preferred Stock
Issuance of stock in connection with the asset acquisition of Trawsfynydd					$ 93,232,000
Issuance of stock in connection with the asset acquisition of Trawsfynydd (in shares)					10,359.00
Transaction costs paid through the issuance of stock					$ 4,815,000
Transaction costs paid through the issuance of stock (in shares)					535.00
Issuance of stock in connection with the private placement, net of expenses					$ 13,572,000
Issuance of stock in connection with the private placement, net of expenses (in shares)					1,578.21
Ending balance at Jun. 30, 2024					$ 111,619,000
Ending balance (in shares) at Jun. 30, 2024					12,472.21
Balance at Dec. 31, 2023	$ 210,000	493,116,000	(482,631,000)	(23,000)	$ 10,672,000
Balance (in shares) at Dec. 31, 2023	21,003,409				21,003,409
Increase (Decrease) in Stockholders' Equity (Deficit)
Issuance of stock in connection with the asset acquisition of Trawsfynydd	$ 35,000	3,515,000			$ 3,550,000
Issuance of stock in connection with the asset acquisition of Trawsfynydd (in shares)	3,549,538
Transaction costs paid through the issuance of stock	$ 2,000	167,000			169,000
Transaction costs paid through the issuance of stock (in shares)	168,601
Issuance of stock in connection with the private placement, net of expenses	$ 5,000	422,000			427,000
Issuance of stock in connection with the private placement, net of expenses (in shares)	496,935
Exchange of Trawsfynydd stock options for options of the Company		7,085,000			7,085,000
Stock-based compensation		713,000			713,000
Shares issued for vested restricted stock units	$ 1,000	(1,000)
Shares issued for vested restricted stock units (in shares)	88,026
Other comprehensive loss				(10,000)	(10,000)
Net loss			(128,126,000)		(128,126,000)
Balance at Jun. 30, 2024	$ 253,000	505,017,000	(610,757,000)	(33,000)	$ (105,520,000)
Balance (in shares) at Jun. 30, 2024	25,306,509				25,306,509
Increase (Decrease) in Redeemable Convertible Preferred Stock
Issuance of stock in connection with the asset acquisition of Trawsfynydd					$ 93,232,000
Issuance of stock in connection with the asset acquisition of Trawsfynydd (in shares)					10,359.00
Transaction costs paid through the issuance of stock					$ 4,815,000
Transaction costs paid through the issuance of stock (in shares)					535.00
Issuance of stock in connection with the private placement, net of expenses					$ 13,572,000
Issuance of stock in connection with the private placement, net of expenses (in shares)					1,578.21
Ending balance at Jun. 30, 2024					$ 111,619,000
Ending balance (in shares) at Jun. 30, 2024					12,472.21
Balance at Mar. 31, 2024	$ 211,000	493,448,000	(487,614,000)	(30,000)	$ 6,015,000
Balance (in shares) at Mar. 31, 2024	21,085,935
Increase (Decrease) in Stockholders' Equity (Deficit)
Issuance of stock in connection with the asset acquisition of Trawsfynydd	$ 35,000	3,515,000			3,550,000
Issuance of stock in connection with the asset acquisition of Trawsfynydd (in shares)	3,549,538
Transaction costs paid through the issuance of stock	$ 2,000	167,000			169,000
Transaction costs paid through the issuance of stock (in shares)	168,601
Issuance of stock in connection with the private placement, net of expenses	$ 5,000	422,000			427,000
Issuance of stock in connection with the private placement, net of expenses (in shares)	496,935
Exchange of Trawsfynydd stock options for options of the Company		7,085,000			7,085,000
Stock-based compensation		380,000			380,000
Shares issued for vested restricted stock units (in shares)	5,500
Other comprehensive loss				(3,000)	(3,000)
Net loss			(123,143,000)		(123,143,000)
Balance at Jun. 30, 2024	$ 253,000	$ 505,017,000	$ (610,757,000)	$ (33,000)	$ (105,520,000)
Balance (in shares) at Jun. 30, 2024	25,306,509				25,306,509

Summary of Significant Accounting Policies - Fair Value Measurements (Details) - Recurring basis - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Liabilities measured at fair value
Financial assets	$ 0	$ 0
Financial liabilities	$ 0	$ 0

Stock-Based Compensation - Summary of RSU activity (Details)	6 Months Ended
	Jun. 30, 2024 shares
2021 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding and unvested, beginning balance	25,787
Forfeited/Cancelled	(20,803)
Outstanding and unvested, ending balance	4,984
2022 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding and unvested, beginning balance	74,476
Vested	(37,236)
Forfeited/Cancelled	(30,173)
Outstanding and unvested, ending balance	7,067
2022 RSU2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding and unvested, beginning balance	11,000
Vested	(5,500)
Outstanding and unvested, ending balance	5,500
2023 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding and unvested, beginning balance	135,883
Vested	(45,290)
Forfeited/Cancelled	(72,659)
Outstanding and unvested, ending balance	17,934
2024 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	530,000
Outstanding and unvested, ending balance	530,000

Redeemable Convertible Preferred Stock Stockholders' (Deficit) Equity - Securities Purchase and Registration Rights Agreement (Details)	Apr. 01, 2024 USD ($) shares
Redeemable Convertible Preferred Stock Stockholders' (Deficit) Equity
Reserved for issuance (in shares)	496,935
Aggregate purchase price \| $	$ 13,999,000
Series C preferred stock
Redeemable Convertible Preferred Stock Stockholders' (Deficit) Equity
PIPE Securities agreed to be issued (in shares)	1,578
Number of common shares issuable on conversion (in shares)	10,000

Commitments and Contingencies (Details) - Steven M Fruchtman [Member]	Jun. 30, 2024 USD ($)
Maximum
Loss Contingencies [Line Items]
Loss Contingency, Estimate of Possible Loss	$ 1,500,000
Minimum
Loss Contingencies [Line Items]
Loss Contingency, Estimate of Possible Loss	$ 0

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Condensed Consolidated Balance Sheets
Series C redeemable convertible preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Series C redeemable convertible preferred stock, shares authorized	5,000,000	5,000,000
Series C redeemable convertible preferred stock, shares issued	12,472	0
Series C redeemable convertible preferred stock, shares outstanding	12,472.21	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	125,000,000	125,000,000
Common stock, shares issued	25,306,509	21,003,409
Common stock, shares outstanding	25,306,509	21,003,409

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and footnotes normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The financial statements include the consolidated accounts of the Company and its wholly-owned subsidiaries, Trawsfynydd Therapeutics LLC, Trawsfynydd Therapeutics AU Ltd, Throxavir Therapeutics AU Pty Ltd and Onconova Europe GmbH, as of June 30, 2024. All significant intercompany transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities, and equity and the amount of revenues and expenses. Actual results could differ significantly from those estimates. The most significant estimates and assumptions that management considers in the preparation of the Company's financial statements relate to accrued research and development costs; the valuation of consideration transferred in acquiring the assts of Trawsfnydd; inputs used in the Black-Scholes model for stock-based compensation expense; and estimated cost to complete performance obligations related to revenue recognition.

Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheet as of June 30, 2024, the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2024 and 2023, the consolidated statements of redeemable convertible preferred stock and stockholders’ (deficit) equity for the three and six months ended June 30, 2024 and 2023 and the condensed consolidated statements of cash flows for the six months ended June 30, 2024 and 2023 are unaudited. The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2024, the results of its operations for the three and six months ended June 30, 2024 and 2023, and its cash flows for the six months ended June 30, 2024 and 2023. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2024 and 2023 are unaudited. The results for the three and six months ended June 30, 2024 are not necessarily indicative of results to be expected for the year ending December 31, 2024, any other interim periods, or any future year or period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2023 included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024.

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment, which is the identification and development of therapeutic drug candidates.

Concentrations of Credit Risk and Off-Balance Sheet Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company maintains a portion of its cash and cash equivalent balances in the form of money market accounts with financial institutions that management believes are creditworthy. The Company has no financial instruments with off-balance sheet risk of loss.

At June 30, 2024 the Company had $8,694,000 of its cash and cash equivalents in a Morgan Stanley Institutional Liquidity Fund. The fund is a AAA rated money market fund that invests in a portfolio of liquid, high-quality debt securities issued by the U.S. government. The fund resides in a custodial account held by U.S. Bank for which SVB Asset Management is the advisor.

Significant Accounting Policies

These interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and SEC instructions for interim financial information, and should be read in conjunction with the Company's Annual Report. Significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed in the Company's Annual Report. The Company uses the same accounting policies in preparing quarterly and annual financial statements.

Asset Acquisitions

Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions, with a cost accumulation model used to determine the cost of the acquisition. Common stock issued as consideration in an acquisition of assets is generally measured based on the acquisition date fair value of the equity interests issued. Direct transaction costs are recognized as part of the cost of an acquisition of assets. Intangible assets that are acquired in an asset acquisition for use in research and development activities that have an alternative future use are capitalized as in-process research and development, or IPR&D. Acquired IPR&D that has no alternative future use is expensed immediately in the consolidated statements of operations and comprehensive loss.

Australian Tax Incentive

The Company is eligible to receive a cash refund from the Australian Taxation Office for eligible research and development (“R&D”) expenditures under the Australian R&D Tax Incentive Program (the “Australian Tax Incentive”). The Australian Tax Incentive is recognized as a reduction to R&D expense when there is reasonable assurance that the relevant expenditure has been incurred, the amount can be reliably measured and that the Australian Tax Incentive will be received. As the Company’s Australian subsidiaries began operations in the second quarter of 2024, the Company has not recognized reductions to R&D expense for the three and six months ended June 30, 2024 and 2023, respectively.

Redeemable Convertible Preferred Stock

The Company records shares of redeemable convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company has applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, and has therefore classified the redeemable convertible preferred stock outside of stockholders’ (deficit) equity because, if conversion to common stock is not approved by the stockholders, the redeemable convertible preferred stock will be redeemable at the option of the holders for cash equal to the closing price of the common stock on the last trading day prior to the holder’s redemption request. The Company determined that the conversion and redemption are outside of the Company’s control. Additionally, the Company determined the conversion and redemption features did not require bifurcation as derivatives.

Fair Value Measurements

At both June 30, 2024 and December 31, 2023, the Company had no financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company utilizes a valuation hierarchy for disclosure of the inputs to the valuations used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The carrying amounts reported in the accompanying consolidated financial statements for cash and cash equivalents, accounts payable, and accrued liabilities approximate their respective fair values because of the short-term nature of these accounts.

Revenues and Deferred Revenues

The Company’s revenue during the three and six months ended June 30, 2024 and 2023 was from its license and collaboration agreement with SymBio.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Symbio
Upfront license fee recognition over time	$	57,000	$	57,000	$	113,000	$	113,000

Deferred revenue is as follows:


	Symbio
	Upfront Payment
Deferred balance at December 31, 2023	$	3,017,000
Recognition to revenue		(113,000)

Deferred balance at June 30, 2024	$	2,904,000

Research and Development Expenses

Research and development costs are charged to expense as incurred. These costs include, but are not limited to, license fees related to the acquisition of in-licensed products; employee-related expenses, including salaries, benefits and travel; expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical trials and preclinical studies; the cost of acquiring, developing and manufacturing clinical trial materials; facilities, depreciation and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, insurance and other supplies; and costs associated with preclinical activities and regulatory operations.

Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information

provided to the Company by its vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued research and development expense, as the case may be.

Net loss per share

Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period and inclusive of prefunded warrants outstanding. Diluted loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as redeemable convertible preferred stock, stock options and unvested restricted stock units, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive.

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive:


	June 30,
	2024	2023
Redeemable convertible preferred stock (common stock equivalents)	124,726,751	—
Warrants	307,716	344,990
Stock Options	11,073,148	1,711,797
Unvested restricted stock units	565,485	—
	136,673,100	2,056,787

Recently Issued Accounting Pronouncement

We adopted the Financial Accounting Standards Board’s Accounting Standards Update 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), effective as of January 1, 2024 using the modified retrospective method. Among other amendments, ASU 2020-06 eliminates the cash conversion and beneficial conversion feature models in ASC 470-20 that require an issuer of certain convertible debt and preferred stock to separately account for embedded conversion features as a component of equity, as well as changed the accounting for diluted earnings-per-share for convertible instruments and contracts that may be settled in cash or stock. Additionally, ASU 2020-06 requires that the if-converted method, which is more dilutive than the treasury stock method, be used for all convertible instruments. We applied ASU 2020-06 to all redeemable convertible preferred stock during 2024, accordingly the Company did not apply the cash conversion or beneficial conversion feature models in its analysis of the redeemable convertible preferred stock.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires public companies to disclose for each reportable segment the significant expense categories and amounts for such expenses. ASU 2023-07 is effective for annual periods beginning December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. This ASU will be effective for our annual period ended December 31, 2024. The Company is currently evaluating the impacts of ASU 2023-07 on its disclosures.

Asset Acquisition (Tables)

6 Months Ended

Jun. 30, 2024

Asset Acquisition

Schedule of consideration paid and the relative fair values of the assets acquired and liabilities assumed

The consideration paid and the relative fair values of the assets acquired and liabilities assumed were as follows (in thousands):


Consideration transferred:
Common stock	$	3,550,000
Series C Preferred stock		93,232,000
Assumed options		7,085,000
Company transaction costs settled in equity		4,984,000
Company transaction costs paid in cash		3,692,000
Total consideration transferred	$	112,543,000

Assets acquired:
Cash and cash equivalents	$	44,000
Total assets acquired		44,000

Liabilities assumed:
Accrued expenses and other current liablities		4,965,000
Total liabilities assumed		4,965,000
Net assets acquired		(4,921,000)
In-process research and development		117,464,000
Net assets acquired	$	112,543,000

Summary of Significant Accounting Policies - Concentrations of Credit Risk and Off-Balance Sheet Risk (Details)	Jun. 30, 2024 USD ($)
Risks and Uncertainties [Abstract]
Off-balance sheet risk, asset	$ 0
Off-balance sheet risk, liability	0
Morgan Stanley Institutional Liquidity Fund
Risks and Uncertainties [Abstract]
Cash and cash equivalents	$ 8,694,000

Stock-Based Compensation - Options Unrecognized Compensation Expense (Details) - Employee Stock Option [Member]	6 Months Ended
	Jun. 30, 2024 USD ($)
Stock-Based Compensation
Unrecognized compensation expense related to unvested stock options	$ 242,000
Weighted-average period for recognizing unrecognized compensation expense (in years)	1 year 6 months 25 days

Asset Acquisition - Consideration paid and the relative fair values (Details) - USD ($)	Apr. 01, 2024	Jun. 30, 2024	Dec. 31, 2023
Asset Acquisition [Line Items]
Assets acquired		$ 18,686,000	$ 22,683,000
Liabilities assumed		$ 12,587,000	$ 12,011,000
Trawsfynydd IPR&D
Asset Acquisition [Line Items]
Consideration paid	$ 112,543,000
Assets acquired	44,000
Liabilities assumed	4,965,000
Net Assets acquired	$ 112,543,000

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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Redeemable Convertible Preferred Stock Stockholders' (Deficit) Equity (Details) - Trawsfynydd	6 Months Ended
	Jun. 30, 2024 shares
Common Stock \| Series C preferred stock
Redeemable Convertible Preferred Stock Stockholders' (Deficit) Equity
Number of common shares issuable on conversion (in shares)	10,000
Preferred stock
Redeemable Convertible Preferred Stock Stockholders' (Deficit) Equity
Shares issued	12,473

Research and Development Arrangements and Related Party Transactions (Details) - USD ($)	2 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Research and development		$ 3,964,000	$ 2,456,000	$ 5,876,000	$ 6,536,000
Accrued research and development	$ 2,569,000	2,569,000		2,569,000		$ 2,196,000
Amount payable				0		$ 0
License
Related Party Transaction [Line Items]
Revenue				0
Related party
Related Party Transaction [Line Items]
Research and development		$ 0		$ 5,024,000
ChemDiv [Member]
Related Party Transaction [Line Items]
Amount payable	$ 5,024,000

- Definition

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-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

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-Topic 606
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-Section 50
-Paragraph 4
-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies

Commitments and Contingencies

5. Commitments and Contingencies

Litigation

In the normal course of business, the Company from time to time is named as a party to legal claims and actions. The Company records a loss contingency reserve for a legal proceeding when the potential loss is considered probable and can be reasonably estimated. The Company has not recorded any amounts for loss contingencies as of June 30, 2024.

On June 17, 2024, Steven M. Fruchtman informed the Company’s board of directors (the “Board”) of his intent to resign from his positions of President and Chief Scientific Officer, Oncology and indicated to the Company that Dr. Fruchtman believes his resignation to be for "good reason" under the terms of his employment agreement and his expectation of severance compensation commensurate therewith and in connection with a change in control. The Board has accepted Dr. Fruchtman’s resignation effective immediately but disagrees with the characterization of the events set forth in the letter. The Company believes that no severance payments are due to Dr. Fruchtman under the terms of his employment agreement as it pertains to termination for good reason events. At June 30, 2024, the Company determined a range of possible loss associated with Dr. Fruchtman’s claim to be zero to $1.5 million. While the Company intends to defend itself against these claims, and believes it has strong arguments to prevail in the litigation, there can be no assurance that the Company will prevail on its claims.

Contingent Value Rights

The Company issued CVRs to common stockholders as of April 15, 2024 and may be obligated to make future distributions to such CVR holders in connection with entering into strategic arrangements related to its oncology programs and/or future royalty payments related to the successful commercialization of such programs. Refer to discussion of Contingent Value Rights within Note 4.

Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Condensed Consolidated Statements of Comprehensive Loss (unaudited)
Net loss	$ (123,143,000)	$ (4,250,000)	$ (128,126,000)	$ (10,025,000)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments, net	(3,000)	(1,000)	(10,000)	5,000
Other comprehensive (loss) income, net of tax	(3,000)	(1,000)	(10,000)	5,000
Comprehensive loss	$ (123,146,000)	$ (4,251,000)	$ (128,136,000)	$ (10,020,000)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

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+ Details

Balance Sheet Detail - Prepaid Expenses and Other Current Assets (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Prepaid expenses and other current assets:
Research and development	$ 1,001,000	$ 1,060,000
Manufacturing		186,000
Insurance	183,000	174,000
Other	583,000	401,000
Prepaid expenses and other current assets	$ 1,767,000	$ 1,821,000

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Stock-Based Compensation

Schedule of stock-based compensation expense


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Research and development	$	(4,000)	$	105,000	$	147,000	$	334,000
General and administrative		384,000		168,000		566,000		275,000

Total stock-based compensation expense

380,000

273,000

713,000

609,000

Schedule of stock option activity


	Options Outstanding
				Weighted
		Weighted-		Average
		Average		Remaining	Aggregate
	Number	Exercise		Contractual	Intrinsic
	of Shares	Price		Term (in years)	Value
Balance, December 31, 2023	2,311,011	$	3.04	8.53	$	20,814
Trawsfynydd options exchanged in connection with acquisition	9,138,611	$	0.06	9.37		—
Granted	—	$	—	—		—
Exercised	—	$	—	—	$	—
Forfeitures/adjustments	(307,334)	$	1.17	—		—
Expired	(69,140)	$	1.17	—		—
Balance, June 30, 2024	11,073,148	$	3.11	6.35	$	—
Exercisable at June 30, 2024	1,130,759	$	4.65	4.50	$	—

Schedule of weighted-average assumptions used for estimating the fair value of the stock compensation granted


	Six months ended June 30,
	2024			2023
Risk-free interest rate		—	%		3.63	%
Expected volatility		—	%		121.00	%
Expected term		—	years		5.85	years
Expected dividend yield		—	%		0	%
Weighted average grant date fair value	$	—		$	0.64

Summary of RSU activity


	2021 RSU	2022 RSU	2022 RSU2	2023 RSU	2024 RSU
Outstanding and unvested January 1, 2024	25,787	74,476	11,000	135,883	-
Granted	-	-	-	-	530,000
Vested	-	(37,236)	(5,500)	(45,290)	-
Forfeited/Cancelled	(20,803)	(30,173)	-	(72,659)	-
Outstanding and unvested June 30, 2024	4,984	7,067	5,500	17,934	530,000

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies

Schedule of recognized revenue under license and collaboration agreements


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Symbio
Upfront license fee recognition over time	$	57,000	$	57,000	$	113,000	$	113,000

Schedule of deferred revenue


	Symbio
	Upfront Payment
Deferred balance at December 31, 2023	$	3,017,000
Recognition to revenue		(113,000)

Deferred balance at June 30, 2024	$	2,904,000

Schedule of antidilutive securities which have been excluded from the computation of diluted weighted average shares outstanding


	June 30,
	2024	2023
Redeemable convertible preferred stock (common stock equivalents)	124,726,751	—
Warrants	307,716	344,990
Stock Options	11,073,148	1,711,797
Unvested restricted stock units	565,485	—
	136,673,100	2,056,787

Pay vs Performance Disclosure - USD ($)	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (123,143,000)	$ (4,250,000)	$ (128,126,000)	$ (10,025,000)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Asset Acquisition

6 Months Ended

Jun. 30, 2024

Asset Acquisition

Asset Acquisition

3. Asset Acquisition

On April 1, 2024, the Company acquired Trawsfynydd, in accordance with the terms of an Agreement and Plan of Merger, dated April 1, 2024 (the “Merger Agreement), pursuant to which the Company acquired Trawsfynydd’s TRX100 and TRX01 programs and assumed certain liabilities associated with the acquired assets. The upfront consideration included (i) the issuance of 3,549,538 shares of common stock of the Company at an aggregate fair value of $3,550,000, (ii) the issuance of 10,359 shares of Series C Preferred Stock at an aggregate fair value of $93,232,000, and (iii) the assumption of all Trawsfynydd stock options (the “assumed options”) immediately outstanding prior to the transaction at an aggregated fair value of $7,085,000.

Each share of Series C Preferred Stock is convertible into 10,000 shares of common stock, subject to shareholder approval and beneficial ownership limitations. The fair value of the shares issued to Trawsfynydd and options assumed was based on the closing stock price of the Company’s common stock on April 1, 2024 of $1.00, less a discount 10.0% related to unregistered share restrictions of the preferred shares.

The Company accounted for the transaction as an asset acquisition as the Company acquired inputs and no substantive processes or outputs. The assets acquired in the transaction were measured based on the estimated fair value of the consideration paid of $112,543,000, which included direct transactions costs of $8,676,000. Tungsten Partners LLC (“Tungsten”) acted as financial advisor to the Company in connection with the Merger. As partial compensation for services rendered by Tungsten, the Company issued to Tungsten and its affiliates and designees an aggregate of 168,601 shares of Common Stock and 535 shares of Series C Preferred Stock.

The consideration paid and the relative fair values of the assets acquired and liabilities assumed were as follows (in thousands):


Consideration transferred:
Common stock	$	3,550,000
Series C Preferred stock		93,232,000
Assumed options		7,085,000
Company transaction costs settled in equity		4,984,000
Company transaction costs paid in cash		3,692,000
Total consideration transferred	$	112,543,000

Assets acquired:
Cash and cash equivalents	$	44,000
Total assets acquired		44,000

Liabilities assumed:
Accrued expenses and other current liablities		4,965,000
Total liabilities assumed		4,965,000
Net assets acquired		(4,921,000)
In-process research and development		117,464,000
Net assets acquired	$	112,543,000

Under the asset acquisition model, an entity that acquires IPR&D assets follows the guidance in ASC 730, Research and Development, which requires that both tangible and intangible identifiable research and development assets with no alternative future use be initially allocated a portion of the consideration transferred and then charged to expense at the acquisition date. As the Trawsfynydd IPR&D assets acquired have no alternative future use to the Company, the Company charged $117,464,000 to expense within its consolidated statement of operations and comprehensive loss for three and six months ended June 30, 2024.

Pursuant to the Merger Agreement, the Company agreed to hold a stockholders’ meeting to submit the following matters to its stockholders for their consideration: (i) the approval of the conversion of shares of Series C Preferred Stock into shares of Common Stock in accordance with the rules of the Nasdaq Stock Market LLC (the “Conversion Proposal”) and (ii) if deemed necessary or appropriate by the Company or as otherwise required by applicable law or contract, the approval of an amendment to the Company’s certificate of incorporation, as amended (the “Charter”), to authorize sufficient shares of Common Stock for the conversion of Series C Preferred Stock issued pursuant to the Merger Agreement (the “Share Increase Proposal” and together with the Conversion Proposal, the “Meeting Proposals”). In connection with these matters, the Company agreed to file a proxy statement on Schedule 14A with the SEC.

The Board of Directors of the Company (the “Board”) approved the Merger Agreement and the related transactions, and the consummation of the Merger was not subject to approval of Company stockholders. In accordance with the Merger Agreement, three directors were appointed to the Board of Directors of the Company and there were several changes to management, each effective as of the Closing.

Concurrently with the Closing of the Merger, the Company entered into a contingent value rights agreement (the “CVR Agreement”) with a rights agent (the “Rights Agent”), pursuant to which each holder of Common Stock as of the applicable record date (April 15, 2024), including those holders receiving shares of Common Stock in connection with the Merger, is entitled to one contractual contingent value right (each, a “CVR”) entitling the holder to certain distributions of net proceeds and net sales of Traws Pharma’s two leading cancer candidates, subject to and in accordance with the terms and conditions of the CVR Agreement, for each share of Common Stock held by such holder as of the applicable record time.

The distributions in respect of the CVRs will be made on a quarterly basis, and will be subject to a number of deductions, subject to certain exceptions or limitations, including but not limited to for certain taxes and certain out-of-pocket expenses incurred by Traws Pharma. At the time of Merger and again at June 30, 2024, the value ascribed to the CVR liability was de minimis given the uncertainty related to the success of the underlying oncology programs.

Nature of Business (Details)		3 Months Ended		6 Months Ended
Nature of Business (Details)	Apr. 01, 2024 USD ($) Program	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Liquidity
Net loss		$ (123,143,000)	$ (4,250,000)	$ (128,126,000)	$ (10,025,000)
Accumulated deficit		(610,757,000)		(610,757,000)		$ (482,631,000)
Cash and cash equivalents		$ 16,886,000	$ 29,729,000	16,886,000	$ 29,729,000	$ 20,821,000	$ 38,757,000
Proceeds from issuance of common stock				$ 13,999,000
Trawsfynydd IPR&D
Liquidity
Number of programs \| Program	2
Cash and cash equivalents	$ 44,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Summary of Significant Accounting Policies - Segment Information (Details)	6 Months Ended
	Jun. 30, 2024 segment
Summary of Significant Accounting Policies
Number of operating segments	1

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 16,886,000	$ 20,821,000
Receivables	18,000	18,000
Prepaid expenses and other current assets	1,767,000	1,821,000
Total current assets	18,671,000	22,660,000
Property and equipment, net	14,000	22,000
Other non-current assets	1,000	1,000
Total assets	18,686,000	22,683,000
Current liabilities:
Accounts payable	6,174,000	5,619,000
Accrued expenses and other current liabilities	3,509,000	3,375,000
Deferred revenue	227,000	226,000
Total current liabilities	9,910,000	9,220,000
Deferred revenue, non-current	2,677,000	2,791,000
Total liabilities	12,587,000	12,011,000
Commitments and contingencies
Series C redeemable convertible preferred stock; $0.01 par value, 5,000,000 shares authorized; 12,472 and zero shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	111,619,000
Stockholders' (deficit) equity:
Common stock, $0.01 par value, 125,000,000 shares authorized, 25,306,509 and 21,003,409 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	253,000	210,000
Additional paid in capital	505,017,000	493,116,000
Accumulated deficit	(610,757,000)	(482,631,000)
Accumulated other comprehensive loss	(33,000)	(23,000)
Total stockholders' (deficit) equity	(105,520,000)	10,672,000
Total liabilities redeemable convertible preferred stock and stockholders' (deficit) equity	$ 18,686,000	$ 22,683,000

Stock-Based Compensation - Narratives (Details) - shares				6 Months Ended
	Aug. 18, 2022	Jul. 30, 2021	Jun. 17, 2019	Jun. 30, 2024	Apr. 01, 2024	Jun. 27, 2018
Stock-Based Compensation
Reserved for issuance (in shares)					496,935
2018 Plan
Stock-Based Compensation
Additional shares authorized (in shares)		0
2018 Plan \| Common Stock
Stock-Based Compensation
Shares authorized (in shares)						26,823
Additional shares authorized (in shares)			39,300
2021 Incentive Plan \| Common Stock
Stock-Based Compensation
Additional shares authorized (in shares)	2,000,000
Shares available for future issuance (in shares)				930,283
Employee Stock Option [Member]
Stock-Based Compensation
Cancelled (in shares)				69,140

Stock-Based Compensation - RSUs, PSUs and SARs (Details) - USD ($)					6 Months Ended
	Mar. 13, 2023	Jun. 10, 2022	Feb. 07, 2022	Aug. 02, 2021	Jun. 30, 2024
2021 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Rsu expirations or cancelations					20,803
2022 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Rsu expirations or cancelations					30,173
Service based RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to awards other than options					$ 525,000
Weighted-average period for recognizing unrecognized compensation expense (in years)					2 years 4 months 28 days
Employee \| 2021 service-based RSUs \| 2021 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted				104,700
Grant date fair value (in $ per unit)				$ 5.19
Employee \| 2022 service-based RSUs \| 2021 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted		24,200	148,343
Grant date fair value (in $ per unit)		$ 1.33	$ 1.82
Employee \| 2023 service-based RSUs \| 2021 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted	169,217
Grant date fair value (in $ per unit)	$ 0.73
Employee \| Vesting on each of the first and second anniversary \| 2021 service-based RSUs \| 2021 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting (Percentage)				33.00%
Employee \| Vesting on each of the first and second anniversary \| 2022 service-based RSUs \| 2021 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting (Percentage)		33.00%	33.00%
Employee \| Vesting on each of the first and second anniversary \| 2023 service-based RSUs \| 2021 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting (Percentage)	33.00%
Employee \| Vesting on third anniversary \| 2021 service-based RSUs \| 2021 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting (Percentage)				34.00%
Employee \| Vesting on third anniversary \| 2022 service-based RSUs \| 2021 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting (Percentage)		34.00%	34.00%
Employee \| Vesting on third anniversary \| 2023 service-based RSUs \| 2021 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting (Percentage)	34.00%

Summary of Significant Accounting Policies - Revenues and Deferred Revenues (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue
Upfront license fee recognition over time	$ 57,000	$ 57,000	$ 113,000	$ 113,000
Activity in deferred revenue
Balance at the beginning of the period			226,000
Balance at the end of the period	227,000		227,000
SymBio
Activity in deferred revenue
Balance at the beginning of the period			3,017,000
Recognition to revenue			(113,000)
Balance at the end of the period	$ 2,904,000		$ 2,904,000

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

Balance Sheet Detail - Property and Equipment (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Property and Equipment
Property and equipment	$ 84,000	$ 84,000
Accumulated depreciation	(70,000)	(62,000)
Property and equipment, net	$ 14,000	$ 22,000

Nature of Business

6 Months Ended

Jun. 30, 2024

Nature of Business

Nature of Business

1. Nature of Business

The Company

Traws Pharma, Inc. (“Traws Pharma”), formerly known as Onconova Therapeutics, Inc. (the “Company”), was incorporated in the State of Delaware on December 22, 1998 and commenced operations on January 1, 1999. The Company's headquarters are located in Newtown, Pennsylvania. On April 1, 2024, the Company acquired Trawsfynydd Therapeutics, Inc., a Delaware corporation (“Trawsfynydd”), and the name change to Traws Pharma was effected. The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in two programs that were grouped as a single identifiable in-process research & development (“IPR&D”) asset. Traws Pharma is a clinical stage biopharmaceutical company aiming to address unmet medical needs in respiratory viral diseases and cancer. The viral respiratory disease program includes an oral inhibitor drug candidate of the SARS-CoV-2 Mpro (3CL protease) and an oral antiviral drug candidate for influenza. In the cancer program, Traws Pharma is developing the novel, proprietary multi-kinase CDK2/4/6 inhibitor narazaciclib for refractory endometrial cancer and potentially for other cancers.

Liquidity

The Company has incurred recurring operating losses since inception. For the six months ended June 30, 2024, the Company incurred a net loss of $128,126,000 and as of June 30, 2024 the Company had generated an accumulated deficit of $610,757,000. Traws Pharma anticipates that operating losses will continue for the foreseeable future due to, among other things, costs related to research, development of its product candidates and its preclinical programs, strategic alliances and its administrative organization. At June 30, 2024, the Company had cash and cash equivalents of $16,886,000. Based on current projections, Traws Pharma believes that its cash and cash equivalents will be sufficient to fund its ongoing trials and operations into the fourth quarter of 2024; therefore, it does not have sufficient cash and cash equivalents to support its operations for at least the 12 months following the date that these financial statements are issued. These conditions raise substantial doubt about Traws Pharma’s ability to continue as a going concern through the one-year period after the date that the financial statements are issued. Due to the inherent uncertainty involved in making estimates and the risks associated with the research, development, and commercialization of biotechnology products, Traws Pharma may have based this estimate on assumptions that may prove to be wrong, and Traws Pharma's operating plan may change as a result of many factors currently unknown to Traws Pharma.

Traws Pharma will require substantial additional financing to fund its ongoing clinical trials and operations, and to continue to execute its strategy. To alleviate the conditions that raise substantial doubt about Traws Pharma’s ability to continue as a going concern, management plans to explore various dilutive and non-dilutive sources of funding, including equity financings, strategic alliances, business development and other sources. The future success of Traws Pharma is dependent upon its ability to obtain additional funding. There can be no assurance, however, that Traws Pharma will be successful in obtaining such funding in sufficient amounts, on terms acceptable to Traws Pharma, or at all. The failure to obtain sufficient capital on acceptable terms when needed would have a material adverse effect on Traws Pharma’s business, results of operations and financial condition. Accordingly, management has concluded that substantial doubt exists with respect to Traws Pharma's ability to continue as a going concern within one year after the date that these financial statements are issued.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business, and do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should Traws Pharma be unable to continue as a going concern.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arrangement Modified	false
Non-Rule 10b5-1 Arrangement Modified	false

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Unaudited Interim Financial Information

Unaudited Interim Financial Information

Segment Information

Segment Information

Concentrations of Credit Risk and Off-Balance Sheet Risk

Concentrations of Credit Risk and Off-Balance Sheet Risk

Significant Accounting Policies

Significant Accounting Policies

Asset Acquisitions

Asset Acquisitions

Australian Tax Incentive

Australian Tax Incentive

Redeemable Convertible Preferred Stock

Redeemable Convertible Preferred Stock

Fair Value Measurements

Fair Value Measurements

Revenues and Deferred Revenues

Revenues and Deferred Revenues

The Company’s revenue during the three and six months ended June 30, 2024 and 2023 was from its license and collaboration agreement with SymBio.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Symbio
Upfront license fee recognition over time	$	57,000	$	57,000	$	113,000	$	113,000

Deferred revenue is as follows:


	Symbio
	Upfront Payment
Deferred balance at December 31, 2023	$	3,017,000
Recognition to revenue		(113,000)

Deferred balance at June 30, 2024	$	2,904,000

Research and Development Expenses

Research and Development Expenses

Net loss per share

Net loss per share

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive:


	June 30,
	2024	2023
Redeemable convertible preferred stock (common stock equivalents)	124,726,751	—
Warrants	307,716	344,990
Stock Options	11,073,148	1,711,797
Unvested restricted stock units	565,485	—
	136,673,100	2,056,787

Recently Issued Accounting Pronouncement

Recently Issued Accounting Pronouncement

Stock-Based Compensation

6 Months Ended

Jun. 30, 2024

Stock-Based Compensation

Stock-Based Compensation

8. Stock-Based Compensation

The 2018 Omnibus Incentive Compensation Plan (the “2018 Plan”) was unanimously approved by the Company’s Board of Directors on May 24, 2018 and was approved by the Company’s stockholders on June 27, 2018.

In connection with the Acquisition of Trawsfynydd in April 2024, the Company assumed all Trawsfynydd stock options outstanding, each becoming an option to purchase shares of the Company’s common stock.

Under the 2018 Plan, the Company may grant incentive stock options, non-qualified stock options, stock awards, stock units, stock appreciation rights and other stock-based awards to employees, non-employee directors and consultants, and advisors. The maximum aggregate number of shares of the Company’s common stock that may be issued under the 2018 Plan is 26,823.

The 2018 Plan was amended and restated following unanimous approval of the Company’s Board of Directors on April 24, 2019 and was approved by the Company’s stockholders on June 17, 2019. The amended 2018 Plan (the “Amended Plan”) allowed for an additional 39,300 shares of the Company’s common stock that may be issued under the Amended Plan with respect to awards made on and after June 17, 2019.

The 2021 Incentive Compensation Plan (the “2021 Plan”) was unanimously approved by the Company’s stockholders on July 30, 2021. Upon stockholders’ approval of the 2021 Plan, no further awards will be made under the amended 2018 Plan. Under the 2021 Plan, the Company may grant incentive stock options, non-qualified stock options, stock awards, stock units, stock appreciation rights and other stock-based awards to employees, non-employee directors and consultants, and advisors.

The 2021 Plan was amended and restated following unanimous approval of the Company’s Board of Directors on May 23, 2022 and was approved by the Company’s stockholders on August 18, 2022. The amended 2021 Plan (the “Amended 2021 Plan”) allowed for an additional 2,000,000 shares of the Company’s common stock that may be issued with respect to awards made on and after August 18, 2022. At June 30, 2024, there were 930,283 shares available for future issuance.

Stock-based compensation expense includes stock options granted to employees and non-employees and has been reported in the Company’s statements of operations and comprehensive loss in either research and development expenses or general and administrative expenses depending on the function performed by the optionee. No net tax benefits related to the stock-based compensation costs have been recognized since the Company’s inception. The Company recognized stock-based compensation expense related to stock options and restricted stock units as follows for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Research and development	$	(4,000)	$	105,000	$	147,000	$	334,000
General and administrative		384,000		168,000		566,000		275,000

Total stock-based compensation expense

380,000

273,000

713,000

609,000

A summary of stock option activity for the six months ended June 30, 2024 is as follows:


	Options Outstanding
				Weighted
		Weighted-		Average
		Average		Remaining	Aggregate
	Number	Exercise		Contractual	Intrinsic
	of Shares	Price		Term (in years)	Value
Balance, December 31, 2023	2,311,011	$	3.04	8.53	$	20,814
Trawsfynydd options exchanged in connection with acquisition	9,138,611	$	0.06	9.37		—
Granted	—	$	—	—		—
Exercised	—	$	—	—	$	—
Forfeitures/adjustments	(307,334)	$	1.17	—		—
Expired	(69,140)	$	1.17	—		—
Balance, June 30, 2024	11,073,148	$	3.11	6.35	$	—
Exercisable at June 30, 2024	1,130,759	$	4.65	4.50	$	—

The Company accounts for all stock-based payments made to employees, non-employees and directors using an option pricing model for estimating fair value. Accordingly, stock-based compensation expense is measured based on the estimated fair value of the awards on the date of grant, net of forfeitures. Compensation expense is recognized for the portion that is ultimately expected to vest over the period during which the recipient renders the required services to the Company using the straight-line single option method.

The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options at the grant date. The Black-Scholes model requires the Company to make certain estimates and assumptions, assumptions related to the expected price volatility of the Common Stock, the period during which the options will be outstanding, the rate of return on risk-free investments and the expected dividend yield for the Company’s stock.

As of June 30, 2024, there was $242,000 of unrecognized compensation expense related to the unvested stock options which is expected to be recognized over a weighted-average period of approximately 1.57 years.

The weighted-average assumptions underlying the Black-Scholes calculation of grant date fair value of stock options include the following:


	Six months ended June 30,
	2024			2023
Risk-free interest rate		—	%		3.63	%
Expected volatility		—	%		121.00	%
Expected term		—	years		5.85	years
Expected dividend yield		—	%		0	%
Weighted average grant date fair value	$	—		$	0.64

The weighted-average valuation assumptions were determined as follows:

●

Risk-free interest rate: The Company based the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected option term.

●

Expected term of options: Due to its lack of sufficient historical data, the Company estimates the expected life of its employee stock options using the “simplified” method, as prescribed in Staff Accounting Bulletin (SAB)

No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option.

●

Expected stock price volatility: Expected volatility is based on the historical volatility of the Company’s Common Stock.

●

Expected annual dividend yield: The Company has never paid, and does not expect to pay, dividends in the foreseeable future. Accordingly, the Company assumed an expected dividend yield of 0.0%.

On August 2, 2021, the compensation committee of the board of directors approved restricted stock unit grants to the Company’s employees (2021 RSU). An aggregate of 104,700 service-based RSUs were issued at a grant date fair value of $5.19. The 2021 RSU awards will be settled in stock, vest 33% on each of the first and second anniversary of the date of grant, and vest 34% on the third anniversary of the date of grant. The 2021 RSU awards were granted under the 2021 Plan.

On February 7, 2022, the compensation committee of the board of directors approved restricted stock unit grants to the Company’s employees (2022 RSU). An aggregate of 148,343 service-based RSUs were issued at a grant date fair value of $1.82. The 2022 RSU awards will be settled in stock, vest 33% on each of the first and second anniversary of the date of grant, and vest 34% on the third anniversary of the date of grant. The 2022 RSU awards were granted under the 2021 Plan.

On June 10, 2022, the compensation committee of the board of directors approved restricted stock unit grants to certain of the Company’s employees (2022 RSU2). An aggregate of 24,200 service-based RSUs were issued at a grant date fair value of $1.33. The 2022 RSU2 awards will be settled in stock, vest 33% on each of the first and second anniversary of the date of grant, and vest 34% on the third anniversary of the date of grant.

On March 13, 2023, the compensation committee of the Board of Directors approved restricted stock unit grants to the Companies employees (2023 RSU). An aggregate of 169,217 service-based RSUs were issued at a grant date fair value of $0.73. The 2023 RSU awards will be settled in stock, vest 33% on each of the first and second anniversary of the date of grant, and vest 34% on the third anniversary of the date of grant.

A summary of RSU activity for the six months ended June 30, 2024 is as follows:


	2021 RSU	2022 RSU	2022 RSU2	2023 RSU	2024 RSU
Outstanding and unvested January 1, 2024	25,787	74,476	11,000	135,883	-
Granted	-	-	-	-	530,000
Vested	-	(37,236)	(5,500)	(45,290)	-
Forfeited/Cancelled	(20,803)	(30,173)	-	(72,659)	-
Outstanding and unvested June 30, 2024	4,984	7,067	5,500	17,934	530,000

At June 30, 2024, the unrecognized compensation cost related to unvested service-based RSUs was $525,000, which will be recognized over the remaining service period of 2.41 years.

Grants of PSUs and SARs

During 2020 and 2021, the compensation committee of the Board of Directors and the board approved a cash bonus program of cash-settled stock appreciation right (SAR) awards to the Company’s employees and non-employee directors, and cash-settled performance stock unit (PSU) awards to the Company’s employees. These awards were granted outside of the 2018 Plan and the 2021 Plan. As the Company’s stock price has decreased since these awards

were issued, their impact on the results of operations and balance sheet of the Company are not material during 2024 or 2023.

Condensed Consolidated Statements of Operations (unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Condensed Consolidated Statements of Operations (unaudited)
Revenue	$ 57,000	$ 57,000	$ 113,000	$ 113,000
Operating expenses:
Acquired in-process research and development	117,464,000		117,464,000
Research and development	3,964,000	2,456,000	5,876,000	6,536,000
General and administrative	1,977,000	2,211,000	5,333,000	4,324,000
Total operating expenses	123,405,000	4,667,000	128,673,000	10,860,000
Loss from operations	(123,348,000)	(4,610,000)	(128,560,000)	(10,747,000)
Other income, net	205,000	360,000	434,000	722,000
Net loss	$ (123,143,000)	$ (4,250,000)	$ (128,126,000)	$ (10,025,000)
Net loss per share, basic (in dollars per share)	$ (4.87)	$ (0.20)	$ (5.53)	$ (0.48)
Net loss per share, diluted (in dollars per share)	$ (4.87)	$ (0.20)	$ (5.53)	$ (0.48)
Basic weighted average shares outstanding (in shares)	25,310,774	20,979,766	23,177,117	20,970,022
Diluted weighted average shares outstanding (in shares)	25,310,774	20,979,766	23,177,117	20,970,022

Stock-Based Compensation - Options Activity (Details) - Employee Stock Option [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Number of Shares
Balance at the beginning of the period (in shares)	2,311,011
Trawsfynydd options exchanged in connection with acquisition (in shares)	9,138,611
Forfeitures/adjustments (in shares)	(307,334)
Expired (in shares)	(69,140)
Balance at the end of the period (in shares)	11,073,148	2,311,011
Exercisable at the end of the period (in shares)	1,130,759
Weighted-Average Exercise Price
Balance at the beginning of the period (in dollars per share)	$ 3.04
Trawsfynydd options exchanged in connection with acquisition (in dollars per share)	0.06
Forfeitures/adjustments (in dollars per share)	1.17
Expired (in dollars per share)	1.17
Balance at the end of the period (in dollars per share)	3.11	$ 3.04
Exercisable at the end of the period (in dollars per share)	$ 4.65
Additional Disclosures
Weighted Average Remaining Contractual Term Of Options Outstanding (in years)	6 years 4 months 6 days	8 years 6 months 10 days
Weighted Average Remaining Contractual Term of Trawsfynydd options exchanged in connection with acquisition	9 years 4 months 13 days
Weighted Average Remaining Contractual Term Of Options Exercisable (in years)	4 years 6 months
Aggregate Intrinsic Value - Balance at the beginning of the period	$ 20,814
Aggregate Intrinsic Value - Balance at the end of the period		$ 20,814

Warrants (Details) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Warrants outstanding and warrant activity
Warrants Outstanding (in shares)	316,212	316,212
Warrant exercise price range one
Warrants
Warrant Exercise Price (in dollars per share)	$ 2.25
Warrants outstanding and warrant activity
Warrants Outstanding (in shares)	3,522	3,522
Warrant exercise price range two
Warrants
Warrant Exercise Price (in dollars per share)	$ 2.25
Warrants outstanding and warrant activity
Warrants Outstanding (in shares)	4,974	4,974
Warrant exercise price range three
Warrants
Warrant Exercise Price (in dollars per share)	$ 3.00
Warrants outstanding and warrant activity
Warrants Outstanding (in shares)	244,500	244,500
Warrant exercise price range four
Warrants
Warrant Exercise Price (in dollars per share)	$ 6.54375
Warrants outstanding and warrant activity
Warrants Outstanding (in shares)	16,953	16,953
Warrant exercise price range five
Warrants
Warrant Exercise Price (in dollars per share)	$ 6.75450
Warrants outstanding and warrant activity
Warrants Outstanding (in shares)	46,263	46,263

Redeemable Convertible Preferred Stock Stockholders' (Deficit) Equity

6 Months Ended

Jun. 30, 2024

Redeemable Convertible Preferred Stock Stockholders' (Deficit) Equity

Redeemable Convertible Preferred Stock Stockholders' (Deficit) Equity

6. Redeemable Convertible Preferred Stock Stockholders’ (Deficit) Equity

In connection with the Acquisition of Trawsfynydd and the private placement of securities (see Note 3), the Company issued 12,473 shares of Series C Preferred Stock (the “Series C”). Series C shares have no voting rights. Certain provisions of the outstanding Series C are as follows:

Conversion: Upon obtaining stockholder approval, each share of Series C will automatically convert into 10,000 shares of Common Stock.

Dividends: Series C participates in any dividends with common stockholders on an as-converted basis

Liquidation: In the event of the liquidation, dissolution, or winding up of the affairs of the Company, whether voluntary or involuntary (a “Liquidation”), the holders of Series C shall rank on parity with common stockholders as to the distributions of assets.

Redemption: In the event the Company is unable to obtain an affirmative stockholder vote to permit conversion within six months after the initial issuance of the Series C Preferred Stock, each holder of Series C may elect, at the holder’s option, to have the shares of Series C be redeemed by the Company at an amount equal to the last reported closing trading price of the common stock at such time on an as-converted to common stock basis, as further described in the Certificate of Designation relating to the Series C Preferred Stock. Due to this redemption feature, the Series C has been classified within temporary equity on the consolidated balance sheet at June 30, 2024.

Securities Purchase Agreement

On April 1, 2024, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with TPAV, LLC, an affiliate of Torrey Pines, and OrbiMed Private Investments VIII, LP, an affiliate of OrbiMed Advisors (the “Investors”). Pursuant to the Securities Purchase Agreement, the Company issued and sold an aggregate of (i) 496,935 shares of Common Stock and (ii) 1,578 shares of Series C Preferred Stock (the “PIPE Securities”) for an aggregate purchase price of approximately $13,999,000 (collectively, the “Financing”). Each share of Series C Preferred Stock is convertible into 10,000 shares of Common Stock upon stockholder approval. The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series C Preferred Stock are set forth in the Certificate of Designation. If Traws Pharma’s stockholders do not approve the conversion of the Series C Preferred Stock within six months after the initial issuance of the Series C Preferred Stock, then the holders of Series C Preferred Stock will be entitled to elect to have their shares of Series C Preferred Stock redeemed for cash at a price per share equal to the last reported closing trading price of the common stock at such time on an as-converted to common stock basis, as further described in the Certificate of Designation relating to the Series C Preferred Stock. The closing of the Financing occurred concurrently with the closing of the Merger on April 1, 2024 (the “Financing Closing Date”).

Registration Rights Agreement

On April 1, 2024, in connection with the Securities Purchase Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the holders of Common Stock and Series C Preferred Stock signatory thereto. Pursuant to the Registration Rights Agreement, Traws Pharma is required to prepare and file a resale registration statement with the SEC within 90 calendar days following the Financing Closing Date (the “Filing Deadline”), with respect to the shares of Common Stock underlying the PIPE Securities and the Common Stock and Series C Preferred Stock issued to the signatories to the Registration Rights Agreement in the Merger. The Company filed such registration statement on July 1, 2024 and will use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC within 60 calendar days of the July 1, 2024 filing date.

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2024	Aug. 01, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-36020
Entity Registrant Name	Traws Pharma, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-3627252
Entity Address, Address Line One	12 Penns Trail
Entity Address, City or Town	Newtown
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18940
City Area Code	267
Local Phone Number	759-3680
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		25,306,509
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	TRAW
Security Exchange Name	NASDAQ
Entity Central Index Key	0001130598
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

Warrants

6 Months Ended

Jun. 30, 2024

Warrants

Warrants

7. Warrants

Common Stock warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging - Contracts in Entity’s Own Equity (ASC Topic 815), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement.

Warrants outstanding and warrant activity (reflects the number of common shares as if the warrants were converted to common stock) for the six months ended June 30, 2024 is as follows:


					Balance				Balance
		Exercise		Expiration	December 31,	Warrants	Warrants	Warrants	June 30,
Description	Classification	Price		Date	2023	Issued	Exercised	Expired	2024
Non-tradable pre-funded warrants	Equity	$	2.25	none	3,522	—	—	—	3,522
Non-tradable pre-funded warrants	Equity	$	2.25	none	4,974	—	—	—	4,974
Non-tradable warrants	Equity	$	3.00	November 2024	244,500	—	—	—	244,500
Non-tradable warrants	Equity	$	6.54375	December 2024	16,953	—	—	—	16,953
Non-tradable warrants	Equity	$	6.75450	December 2024	46,263	—	—	—	46,263
					316,212	—	—	—	316,212

Balance Sheet Detail

6 Months Ended

Jun. 30, 2024

Balance Sheet Detail

Balance Sheet Detail

4. Balance Sheet Detail

Prepaid expenses and other current assets:


	June 30,		December 31,
	2024		2023
Research and development	$	1,001,000	$	1,060,000
Manufacturing		—		186,000
Insurance		183,000		174,000
Other		583,000		401,000
	$	1,767,000	$	1,821,000

Property and equipment:


	June 30,		December 31,
	2024		2023
Property and equipment	$	84,000	$	84,000
Accumulated depreciation		(70,000)		(62,000)
	$	14,000	$	22,000

Accrued expenses and other current liabilities:


	June 30,		December 31,
	2024		2023
Research and development	$	2,569,000	$	2,196,000
Employee compensation		390,000		1,002,000
Professional fees		46,000		177,000
Accrued severance		504,000		—
	$	3,509,000	$	3,375,000

Restructuring

6 Months Ended

Jun. 30, 2024

Restructuring

Restructuring

9. Restructuring

On April 8, 2024, Traws Pharma terminated 11 of its 17 employees, some of whom have been retained as consultants. The associated severance costs of $884,000 were expensed in the second quarter of 2024 and are being paid according to Traws Pharma’s regular payroll schedule. The Company recorded these restructuring charges based on each employee’s role to the respective research and development and general and administrative operating expense categories on its condensed consolidated statements of operations and comprehensive loss. At June 30, 2024, accrued severance of $504,000 is included in accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheet.