SEC Form 3

FORM 3

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

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1. Name and Address of Reporting Person* ORBIMED ADVISORS LLC (Last) (First) (Middle) 601 LEXINGTON AVENUE 54TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/16/2024	3. Issuer Name and Ticker or Trading Symbol Traws Pharma, Inc. [ TRAW ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	602,000(1)	I	See footnotes(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(4)	(4)	Common Stock	676,469(1)	(4)	I	See footnotes(2)(3)

1. Name and Address of Reporting Person* ORBIMED ADVISORS LLC (Last) (First) (Middle) 601 LEXINGTON AVENUE 54TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* OrbiMed Capital GP VIII LLC (Last) (First) (Middle) 601 LEXINGTON AVENUE 54TH FLOOR (Street) NEW YORK NY 10022-4629 (City) (State) (Zip)

Explanation of Responses:

1. On September 16, 2024, the Issuer's Board of Directors approved a one-for-twenty-five reverse stock split, which was effective on September 20, 2024. All shares of the Issuer's common stock and all shares of the Issuer's Series C Non-Voting Convertible Preferred Stock ("Series C Preferred Stock") reported in this Form 3 are presented on an after-reverse stock split basis.

2. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII, and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VIII and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the securities held by OPI VIII.

3. Each of OrbiMed Advisors and GP VIII disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such person or entity is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

4. Each share of Series C Preferred Stock is convertible into 400 shares of the Issuer's common stock, subject to an issuance limitation that prohibits the holder from converting such shares of Series C Preferred Stock to the extent that after giving effect to the issuance of Shares after such conversion, the holder (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) would beneficially own in excess of 19.9% of the Shares outstanding.

	/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC	09/23/2024
	/s/ Carl L. Gordon, Member of OrbiMed Capital GP VIII LLC	09/23/2024
	** Signature of Reporting Person	Date
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