Traws Pharma, Inc.

false 0001130598 0001130598 2026-05-22 2026-05-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2026 Traws Pharma, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-36020 22-3627252 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.) 12 Penns Trail Newtown , PA 18940 ( 267 ) 759-3680 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $.01 per share TRAW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 8.01 Other Events. As previously disclosed in that Current Report on Form 8-K filed by Traws Pharma, Inc. (the “Company”) with the Securities and Exhange Commission (the “Commission”) on March 10, 2025, on March 10, 2025, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Citizens JMP Securities, LLC (“Citizens”), pursuant to which the Company may offer and sell shares of its common stock, having aggregate sales price of up to $50,000,000 (subject to certain limitations set forth in the ATM Agreement), from time to time, to or through Citizens, acting as sales agent and/or principal. The shares of Company common stock will be sold pursuant to the Company’s effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333-273081), filed with the Commission on June 30, 2023, and declared effective by the Commission on July 11, 2023, including the base prospectus contained therein, as supplemented by those prospectus supplements dated March 10, 2025, April 7, 2025 and May 22, 2026 (the “Prospectus Supplements”), and filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. In accordance with the terms of the ATM Agreement, under the Prospectus Supplements, the Company may offer and sell shares of its common stock (the “Shares”) having an aggregate offering price of up to $3,128,399, from time to time, to our through Citizens, which is the Company’s current “baby shelf” limitation under General Instruction I.B.6. of Form S-3. A copy of the legal opinion of Snell & Wilmer L.L.P. relating to the Shares to be sold under the ATM Agreement is filed as Exhibit 5.1 to this Current Report and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 5.1 Opinion of Snell & Wilmer L.L.P. 23.1 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the inline XBRL Document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 26, 2026 TRAWS PHARMA, INC. By: /s/ Charles Parker Charles Parker Chief Financial Officer