SEC Comment Letter for Traws Pharma, Inc. (TRAW) (CIK 0001130598) (TRAW) — Dec 4, 2017
Traws Pharma, Inc. (TRAW) (CIK 0001130598)
Date: Dec. 4, 2017 · CIK: 0001130598 · Accession: 0000000000-17-042420
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File numbers found in text: 333-221684
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December 4, 2017
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-3
Filed November 20, 2017
File No. 333-221684
Dear Dr. Kumar:
We have limited our review of your registration statement to those issues we have
addressed in our comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-3
Selling Stockholders, page 14
1.Based on your disclosure that the selling stockholders will be named in a prospectus
supplement, it appears that you intend to rely on General Instruction II.G to Form S-3 to
omit the identities of the selling stockholders and amounts of securities registered on
their behalf. Please note that General Instruction II.G. is only available to registrants
eligible to register primary offerings on Form S-3 pursuant to General Instruction I.B.1,
for which you do not appear to be eligible. Please revise your disclosure as appropriate.
For guidance, please refer to Rule 430B and Regulation S-K CD&I 140.03.
FirstName LastNameRamesh Kumar, Ph.D.
Comapany NameOnconova Therapeutics, Inc.
June 16, 2017 Page 2
FirstName LastName
Ramesh Kumar, Ph.D.
Onconova Therapeutics, Inc.
December 4, 2017
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Dorrie Yale at 202-551-8776 or Mary Beth Breslin at 202-551-3625
with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Joanne R. Soslow