Traws Pharma, Inc. (TRAW) Earnings Call Transcript & Summary

Good morning, and welcome to the 2020 Onconova Therapeutics, Inc. Reconvened Annual Meeting of Shareholders. I would now like to turn the meeting over to Dr. Steven Fruchtman, President and CEO of Onconova. Dr. Fruchtman, please go ahead.

Thank you so much, and good morning, ladies and gentlemen. Will the meeting please come to order? As you are aware, we adjourned our annual meeting of Shareholders on May 27, 2020; and similar to the annual meeting in May, we have adopted a virtual format for our reconvened annual meeting to protect the health and well-being of our employees, directors, shareholders and other stakeholders in light of the COVID-19 pandemic. I want to welcome all of you to the reconvened annual meeting of Shareholders of Onconova Therapeutics, Inc. I am Dr. Steven Fruchtman, President and CEO of Onconova Therapeutics, and I will be presiding at this reconvened meeting. Mark Guerin, Onconova's Principal Financial Officer, will act as secretary of the meeting. Louis Larsen, representing Broadridge, has been appointed to act as Inspector of Election. We are joined today by other members of our Board of Directors and officers of Onconova Therapeutics. Shareholders as of the record date may attend the reconvened annual meeting by logging in with the control number provided on their proxy card, voting instruction form or notice of Internet availability of proxy materials. If you are not a shareholder or do not have a control number, you may still access the meeting as a guest but you will not be able to participate. Shareholders may vote during the meeting using the link at the bottom of your screens. Shareholders may also ask questions during the meeting using the question text box at the bottom of your screen. Questions pertaining to the proposals to be voted on will be answered before the voting is closed. Other questions will be answered at the end of the meeting. The close of business on March 30, 2020, has previously been fixed as and shall continue to be the record date for the determination of shareholders entitled to receive notice of and to vote at the reconvened annual meeting. As of the close of business on such date, we had outstanding and entitled to vote 167,416,070 shares of our common stock, par value of $0.01 per share. On or about June 10, 2020, Onconova mailed its notice regarding availability of proxy materials for the reconvened annual meeting of Shareholders to all shareholders of record as of March 30, 2020. The secretary was given an affidavit of mailing provided by Broadridge establishing that notice of this meeting was duly given and a proxy statement, definitive additional proxy materials, and a form of proxy was sent to each shareholder of record. A copy of the notice of the meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. Our first order of business at this meeting is to determine whether the shares represented at the meeting, either in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. Mark, do you have a report?

Yes. The shareholders' list shows that holders of 167,416,070 shares of common stock of the company are entitled to vote at this meeting. We are informed by the inspector of election that they are represented in person or by proxy, 105,075,314 shares of common stock or approximately 62.7% of all of the shares entitled to vote at this meeting. The shareholders' list is available if any shareholder wishes to examine it and will be filed with the minutes of the reconvened annual meeting.

Thank you, Mark. Because holders of a majority of the shares entitled to vote at this meeting are present, in person or by proxy, I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. The next order of business is a description of the proposals to be voted on at today's meeting. As you are aware, at the annual meeting, the voting on each of proposal #1, election of directors; proposal #3, amendment and restatement of the 2018 Omnibus Incentive Compensation Plan; proposal #4, advisory vote on executive compensation; proposal #5, ratification of the selection of the auditor; and proposal #6, authorization of an adjournment of the annual meeting, was completed, and these proposals are no longer eligible to be voted on. Proposal #2, amendment to our 10th amended and restated Certificate of Incorporation. The Board of Directors has decided to withdraw our proposal #2 based on stockholder feedback. Onconova expects to defer any reverse stock split until top line data from the pivotal Phase III INSPIRE trial are announced, which is expected during the second half of 2020 or as required by NASDAQ. If we have not achieved compliance with NASDAQ's minimum bid price rules by August 17, 2020, we expect we will request a 6-month extension from NASDAQ in order to regain compliance with these results. Proposal #7, amendment 2020 #1 to the 2018 Omnibus Incentive Compensation Plan as amended and restated. This proposal is to approve an amendment 2020 #1 to the 2018 Omnibus Incentive Compensation Plan as amended and restated to increase the number of shares available under the plan and to make certain other changes. Further information about the amendment through the 2018 Omnibus Incentive Compensation Plan is included in the proxy materials distributed in advance of the reconvened annual meeting. Proposal #8, authorization of an adjournment of the reconvened annual meeting. This proposal is to authorize the adjournment of the reconvened annual meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the meeting to approve proposal 7. We will now answer any questions pertaining to proposal 7 and 8. Other questions will be answered at the end of the meeting. Mark, do we have any questions pertaining to the proposals?

Steve, we have not received any questions pertaining to the proposals.

Thank you, Mark. Since no other matters have been properly brought before the meeting, the polls are now open. Should any shareholder desire to vote now, please click on the voting button at the bottom of the screen and follow the instructions provided. If you have already voted your shares and you do not wish to change your vote, you need not take any further action. And we'll pause now for voting. [Voting]

Thank you. At this time, I am receiving reports that additional votes are being received. Based on our experience at the annual general meeting and in order for stockholders to have an opportunity to cast their vote, we will now take a brief recess and resume in approximately 1 hour at 11:45 a.m. Eastern Standard Time. So we will resume at 11:45. Thank you. [Break]

Hello, and welcome back to the 2020 Onconova Therapeutics reconvened annual meeting of shareholders. This is Steven Fruchtman, President and CEO of Onconova. Votes are continuing to be cast on proposals #7 and 8. Thus, we will have a recess to permit our investors to continue to vote. The recess will be for one hour; at which time, the meeting will be opened again. So those are continuing to come in, we thank you for that. We'll recess for another hour to permit the investors to continue to vote. Thank you. [Break]

Welcome back to the 2020 Onconova Therapeutics reconvened annual meeting of shareholders. This is Steve Fruchtman, President and CEO of Onconova. The polls for each proposal to be voted on at this meeting are now closed. The inspector of election will count the votes on the proposals. The inspector of election will now report the preliminary results of the voting. The final results will be filed with the SEC on a Form 8-K within 4 days of the meeting. Lou?

Thank you, Steve. The amendment and restatement of the 2018 Omnibus Incentive Compensation Plan, the majority of the votes cast are against proposal 7. Proposal 8, authorization of adjournment of the reconvened annual meeting, the majority of the votes cast are against proposal 8. I will prepare the final report as soon as practicable and deliver it to the secretary of the meeting to be filed with the minutes of the reconvened annual meeting.

Thank you, Lou. Based on the preliminary voting results, proposals 7 and 8 have not been approved. There being no further business to come before the meeting, the 2020 Onconova reconvened annual meeting of stockholders is now adjourned. With the formal part of the meeting over, we will now answer shareholder questions. Mark, have we received any questions?

Steve, we have not received any questions.

Since there are no questions today, I want to thank each of you for joining us today for Onconova's 2020 reconvened Annual Meeting of Stockholders and for the interest you have shown in the affairs of the company. Again, thank you for attending today's meeting, and have a great day and weekend.