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SEC Comment Letter for Traws Pharma, Inc. (TRAW) (CIK 0001130598) (TRAW) — Jun 14, 2016

Traws Pharma, Inc. (TRAW) (CIK 0001130598)
Date: June 14, 2016 · CIK: 0001130598 · Accession: 0000000000-16-080448

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File numbers found in text: 333-2117

Date
June 14, 2016
Author
/s/ Mary Beth Breslin for
Form
UPLOAD
Company
Traws Pharma, Inc. (TRAW) (CIK 0001130598)

Letter

Mail Stop 4720 June 1 4, 2016 Ramesh Kumar, Ph.D. President and Chief Executive Officer Onconova Therapeutics, Inc. 375 Pheasant Run Newtown, PA 18954

Re: Onconova Therapeutics, Inc. Registration Statement on Form S-1 Filed June 1 , 2016 File No. 333-2117 69

Dear Dr. Kumar :

This is to advise you that we have not reviewed and will not review your registration statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action wit h respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Ramesh Kumar, Ph.D. Onconova Therapeutics, Inc. June 1 4, 2016 Page 2

Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1 933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .

You may contact Scot Foley at (202) 551 -3383 or Mary Beth Breslin at (202) 551 -3625 with any questions.

Sincerely,
/s/ Mary Beth Breslin for

Show Raw Text
Mail Stop 4720

June 1 4, 2016

Ramesh Kumar, Ph.D.
President and Chief Executive Officer
Onconova Therapeutics,  Inc.
375 Pheasant Run
Newtown, PA 18954

Re: Onconova  Therapeutics, Inc.
  Registration Statement on Form S-1
Filed  June 1 , 2016
  File No.  333-2117 69

Dear Dr. Kumar :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Ramesh Kumar, Ph.D.
Onconova Therapeutics, Inc.
June 1 4, 2016
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1 933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact Scot Foley at (202) 551 -3383 or Mary Beth Breslin at (202) 551 -3625
with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Jeffery P. Libson
 Pepper Hamilton  LLP