07/01/2024 | Press release | Distributed by Public on 07/01/2024 14:50
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Delaware
(State or other jurisdiction of incorporation or organization) |
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22-3627252
(IRS Employer Identification Number) |
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| Large accelerated filer ☐ | | | Accelerated filer ☐ | | |
Non-accelerated filer ☐
(Do not check if a smaller reporting company) |
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Smaller reporting company ☒ Emerging growth company ☐ |
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Page
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ABOUT THIS PROSPECTUS
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| | | | 1 | | |
PROSPECTUS SUMMARY
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| | | | 2 | | |
THE OFFERING
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| | | | 3 | | |
RISK FACTORS
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| | | | 4 | | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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| | | | 5 | | |
USE OF PROCEEDS
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| | | | 6 | | |
SELLING STOCKHOLDERS
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| | | | 7 | | |
PLAN OF DISTRIBUTION
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| | | | 10 | | |
LEGAL MATTERS
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| | | | 12 | | |
EXPERTS
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| | | | 12 | | |
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
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| | | | 12 | | |
ADDITIONAL INFORMATION
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| | | | 13 | | |
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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| | | | 14 | | |
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Shares of Common
Stock Owned Prior to the Offering |
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Maximum
Number of Shares of Common Stock to be Sold Pursuant to this Prospectus |
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Shares of
Common Stock Owned After the Offering |
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Name and Address of Selling Stockholder
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Number
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Percent
(%) |
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Number
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Percent
(%) |
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TPAV, LLC(1)
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| | | | 37,775,701 | | | | | | 25.18 | | | | | | 37,775,701 | | | | | | 0 | | | | | | - | | |
OrbiMed Private Investments VIII, LP(2)
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| | | | 31,961,744 | | | | | | 21.30 | | | | | | 31,961,744 | | | | | | 0 | | | | | | - | | |
Iain Dukes(3)
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| | | | 2,012,910 | | | | | | 1.34 | | | | | | 2,012,910 | | | | | | 0 | | | | | | - | | |
Nikolay Savchuk(4)
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| | | | 2,012,910 | | | | | | 1.34 | | | | | | 2,012,910 | | | | | | 0 | | | | | | - | | |
Viriom, Inc.(5)
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| | | | 49,656,244 | | | | | | 33.10 | | | | | | 49,656,244 | | | | | | 0 | | | | | | - | | |
Finalis Securities LLC
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| | | | 52,470 | | | | | | * | | | | | | 52,470 | | | | | | 0 | | | | | | - | | |
Romy Seth
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| | | | 2,735,391 | | | | | | 1.82 | | | | | | 2,735,391 | | | | | | 0 | | | | | | - | | |
Lacarya Scott
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| | | | 2,735,391 | | | | | | 1.82 | | | | | | 2,735,391 | | | | | | 0 | | | | | | - | | |
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SEC Registration Fee
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| | | $ | 8,374.06 | | |
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Accounting Fees and Expenses
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| | | $ | 20,000.00 | | |
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Legal Fees and Expenses
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| | | $ | 20,000.00 | | |
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Miscellaneous Fees and Expenses
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| | | $ | 1,625.94 | | |
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Total
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| | | $ | 50,000.00 | | |
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Exhibit
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Description
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5.1
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Opinion of Morgan, Lewis & Bockius LLP.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of EisnerAmper LLP.
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23.3
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Consent of Morgan, Lewis and Bockius LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on Signature Page).
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107
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Calculation of Filing Fee Table
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| | | | TRAWS PHARMA, INC. | |
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By:
/s/ WERNER CAUTREELS
Werner Cautreels
Chief Executive Officer |
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Signature
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Title
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Date
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/s/ WERNER CAUTREELS
Werner Cautreels
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Chief Executive Officer and Director (Principal Executive Officer) |
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July 1, 2024
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/s/ MARK GUERIN
Mark Guerin
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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July 1, 2024
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/s/ IAIN DUKES
Iain Dukes
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| | Chairman of the Board | | |
July 1, 2024
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/s/ JACK STOVER
Jack Stover
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| | Director | | |
July 1, 2024
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/s/ JAMES MARINO
James Marino
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| | Director | | |
July 1, 2024
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/s/ NIKOLAY SAVCHUK
Nikolay Savchuk
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| | Director | | |
July 1, 2024
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/s/ TRAFFORD CLARKE
Trafford Clarke
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| | Director | | |
July 1, 2024
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/s/ TERESA SHOEMAKER
Teresa Shoemaker
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| | Director | | |
July 1, 2024
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