SEC Comment Letter for Traws Pharma, Inc. (TRAW) (CIK 0001130598) (TRAW) — Apr 24, 2018
Traws Pharma, Inc. (TRAW) (CIK 0001130598)
Date: April 24, 2018 · CIK: 0001130598 · Accession: 0000000000-18-012493
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File numbers found in text: 333-224315
Letter
April 24, 2018 Ramesh Kumar President and Chief Executive Officer Onconova Therapeutics, Inc. 375 Pheasant Run Newtown, PA 18940 Re:Onconova Therapeutics, Inc. Registration Statement on Form S-1 Filed April 17, 2018 File No. 333-224315 Dear Dr. Kumar: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Registration Statement on Form S-1 Incorporation by Reference, page 42 1.Please revise this section to include the definitive proxy statement you filed on February 28, 2018, and the Current Reports on Form 8-K that you have filed since the filing of this registration statement. Refer to Item 12(a)(2) of the Form S-1. General 2.We note that you incorporate by reference your Form 10-K for the fiscal year ended December 31, 2017; however, the Form 10-K incorporates by reference information from your definitive proxy statement that has not yet been filed. Please note that we will
FirstName LastNameRamesh Kumar Comapany NameOnconova Therapeutics, Inc. June 16, 2017 Page 2 FirstName LastName Ramesh Kumar Onconova Therapeutics, Inc. April 24, 2018 Page 2 not be in a position to accelerate the effective date of your registration statement until you have amended the Form 10-K to include Part III information or filed the definitive proxy statement. Please refer to Compliance and Disclosure Interpretations, Securities Act Forms Question 123.01 and Regulation S-K Question 117.05 for guidance. 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. Please contact Dorrie Yale at 202-551-8776 or Erin Jaskot at 202-551-3442 with any questions. Division of Corporation Finance Office of Healthcare & Insurance cc: Joanne R. Soslow
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April 24, 2018
Ramesh Kumar
President and Chief Executive Officer
Onconova Therapeutics, Inc.
375 Pheasant Run
Newtown, PA 18940
Re:Onconova Therapeutics, Inc.
Registration Statement on Form S-1
Filed April 17, 2018
File No. 333-224315
Dear Dr. Kumar:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1
Incorporation by Reference, page 42
1.Please revise this section to include the definitive proxy statement you filed on February
28, 2018, and the Current Reports on Form 8-K that you have filed since the filing of this
registration statement. Refer to Item 12(a)(2) of the Form S-1.
General
2.We note that you incorporate by reference your Form 10-K for the fiscal year
ended December 31, 2017; however, the Form 10-K incorporates by reference information
from your definitive proxy statement that has not yet been filed. Please note that we will
FirstName LastNameRamesh Kumar
Comapany NameOnconova Therapeutics, Inc.
June 16, 2017 Page 2
FirstName LastName
Ramesh Kumar
Onconova Therapeutics, Inc.
April 24, 2018
Page 2
not be in a position to accelerate the effective date of your registration statement until you
have amended the Form 10-K to include Part III information or filed the
definitive proxy statement. Please refer to Compliance and Disclosure Interpretations,
Securities Act Forms Question 123.01 and Regulation S-K Question 117.05 for guidance.
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.
Please contact Dorrie Yale at 202-551-8776 or Erin Jaskot at 202-551-3442 with any
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Joanne R. Soslow