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

Good morning, and welcome to the March 4, 2021, Onconova Therapeutics, Inc. Special Meeting of Shareholders. I would now like to turn the call over to Dr. Steven Fruchtman, President and CEO of Onconova. Dr. Fruchtman, please go ahead.

Thank you, operator, and good morning, ladies and gentlemen. Will the meeting please come to order? This year, due to the COVID pandemic, we have adopted a virtual format for our special meeting. I want to welcome all of you to the special meeting of shareholders of Onconova Therapeutics. I am Dr. Steven Fruchtman, President and CEO of Onconova Therapeutics, and I will be presiding at this meeting. Avi Oler, Onconova's Corporate Secretary and General Counsel, will act as a secretary of the meeting. [ Jim Rait ], 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. Some procedural matters. Shareholders as of the record date of January 12, 2021, may attend the special meeting by logging into www.virtualshareholdermeeting.com/ONTX2021SM 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 the guest, but you will not be able to participate. Shareholders may vote during the meeting using the link at the bottom of the screen. Shareholders may also ask questions during the meeting using the question text box at the bottom of the screen. Questions pertaining to the proposal to be voted on will be answered before the voting is closed. The close of business on January 12, 2021, has been fixed as the record date for the determination of shareholders entitled to receive notice of and to vote at the special meeting. As of the close of business on such date, we had outstanding and entitled to vote 206,494,391 shares of our common stock per value $0.01 per share. On or about January 13, 2021, Onconova mailed its notice regarding availability of proxy materials for the special meeting of shareholders to all shareholders of record as of January 12, 2021. The Secretary was given an affidavit of mailing provided by Broadridge, establishing that notice of this meeting was duly given and a proxy statement and a form of proxy was sent to each shareholder of record. A copy of the notice of meeting and the affidavit of meeting 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. Avi, do you have a report?

Yes. The shareholders' list shows that holders of 206,694,391 shares of common stock of the company are entitled to vote at this meeting. We are informed by the Inspector of Election that there are represented in person or by proxy of at least 109,989,041 shares of common stock or approximately 53% 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 special meeting.

Thank you, Avi. Because holders of a majority of the shares entitled to vote at this meeting are present, either 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. At this time, we would normally proceed through a vote on the proposals to adopt amendments to our 10th amended and restated Certificate of Incorporation. As amended, to effect a reverse stock split and to decrease the authorized number of shares of our common stock, each as described in further detail in our proxy statement, we believe it is appropriate to adjourn this special meeting and extend the voting deadline on these proposals because as of this morning, although more than 70% of the votes cast are in favor of each of the proposals, there are currently insufficient total votes cast to approve these proposals, which required in the approval of a majority of the outstanding shares. Accordingly, a vote will not be taken on the proposals to adopt amendments to our 10th amended and restated Certification of Incorporation as amended to affect a reverse stock split or decrease the authorized number of shares of our common stock at this time. Now we will proceed to the next order of business. Therefore, the sole item of business to be considered at this time is the adjournment proposal. Will the Secretary, please place before the meeting the adjournment proposal? This proposal is to authorize 1 or more adjournments of the meeting, if necessary, to solicit additional proxies if there are insufficient votes in favor of the reverse stock split and/or authorized shares decrease proposal at the special meeting or any adjournments thereof. We will now answer any questions pertaining to the adjournment proposal. Avi, do we have any questions pertaining to the adjournment proposal?

Mr. Chairman, we have not received any questions pertaining to the adjournment proposal.

The adjournment proposal is now placed before the meeting. It is now 9:09 a.m. Eastern Time. The polls are now open up for adjournment proposal. Should any shareholder desire to vote now on the adjournment proposal, please click on the voting button at the bottom of the screen and follow the instructions provided. If you have already submitted a proxy and you do not wish to change your voting instructions, you need not take any further action. [Voting]

Thank you. The polls are now closed on the adjournment proposal. The Inspector of Election will count the votes. The Inspector of Election will now report the preliminary results of the voting on the adjournment proposal. The final results of the adjournment proposal will be filed with the SEC on a Form 8-K within 4 business days of the meeting.

Thank you, Mr. Chairman. Based on the initial counting of the ballots and the proxies, the adjournment proposal has been approved. I will prepare the final report regarding the vote on the adjournment proposal as soon as practicable and delivered to the Secretary of this meeting to be filed with the minutes of the special meeting. That is all, Mr. Chairman.

Thank you. As Chairman of the meeting, I now declare that the special meeting is adjourned. And the meeting will be reconvened at 9:00 a.m. Eastern Standard Time on April 1, 2021 at www.virtualshareholdermeeting.com/ONTX2021SM. All stockholders of record as of January 12, 2021, which is the record date for this special meeting, will be entitled to vote at the reconvened meeting. The meeting is now adjourned. Thank you for attending today's meeting. Have a good day.

This now concludes the meeting. Thank you for joining, and have a pleasant day.