4//SEC Filing
TPAV, LLC 4
Accession 0001104659-25-033149
CIK 0001130598other
Filed
Apr 7, 8:00 PM ET
Accepted
Apr 8, 8:32 PM ET
Size
11.5 KB
Accession
0001104659-25-033149
Insider Transaction Report
Form 4
Savchuk Nikolay
DirectorChief Operating Officer10% Owner
Transactions
- Other
Series C Preferred Stock
2025-04-02−2,263.745→ 0 total→ Common Stock (905,497 underlying) - Other
Common Stock
2025-04-02−605,531→ 0 total
TPAV, LLC
10% Owner
Transactions
- Other
Common Stock
2025-04-02−605,531→ 0 total - Other
Series C Preferred Stock
2025-04-02−2,263.745→ 0 total→ Common Stock (905,497 underlying)
Footnotes (6)
- [F1]On April 2, 2025, the TPAV, LLC ("TPAV") disposed of all of the shares of the Issuer's Common Stock and Series C Non-Voting Convertible Preferred Stock ("Series C Preferred Stock") held by TPAV as of such date through a pro rata distribution of such shares to its members, including Nikolay Savchuk. No consideration was paid in connection with such distribution. As a result of the distribution, TPAV is no longer a 10% owner, and therefore is no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer and will no longer report any such transactions on Form 4 or Form 5. Mr. Savchuk will continue to be subject to Section 16.
- [F2]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 Preferred Stock ("Series C Preferred Stock") reported in this Form 4 are presented on an after-reverse stock split basis.
- [F3]Mr. Savchuk is the sole manager on the Board of Managers of TPAV and also owns a 31% interest in TPAV. As a result of the distribution discussed in footnote 1 hereof, Mr. Savchuk received 170,710 shares of common stock of the Issuer and 638.1904 shares of Series C Preferred Stock of the Issuer and now owns those shares directly.
- [F4]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 of common stock 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 19.99% of the shares of common stock of the Issuer then outstanding (the "Beneficial Ownership Limitation").
- [F5]Following stockholder approval of the conversion of the Series C Preferred Stock into shares of the Issuer's common stock, which was obtained on September 16, 2024, the shares of Series C Preferred are convertible into shares of common stock, subject to the Beneficial Ownership Limitation.
- [F6]The Series C Preferred Stock do not expire.
Documents
Issuer
Traws Pharma, Inc.
CIK 0001130598
Entity typeother
IncorporatedNV
Related Parties
1- filerCIK 0002017798
Filing Metadata
- Form type
- 4
- Filed
- Apr 7, 8:00 PM ET
- Accepted
- Apr 8, 8:32 PM ET
- Size
- 11.5 KB