Traws Pharma Inc 2024年度报告

Form10-K (Markone)⌧ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF1934 ForthefiscalyearendedDecember 31, 2024 Or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF1934 Forthetransitionperiodfromto Commission file number001-36020 (Exact name of registrant as specified in its charter) Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No⌧ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No⌧ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirementsfor the past 90days.Yes⌧No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes⌧No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”, “smaller reporting company,” and “emerging growth company” inRule12b-2 of the Exchange Act. 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.Yes☐No⌧ If securities are registered pursuant to Section 12(b)of theAct, indicate by check mark whether the financial statementsof theregistrant includedin thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No⌧ As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’svoting stock held by non-affiliates was approximately $9.6million, based on the last reported sale price of the registrant’s common stock on the Nasdaq CapitalMarket. There were5,073,790shares of Common Stock outstanding as of March 26, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive proxy statement for the registrant’s 2025 annual meeting of stockholders to be filed within 120 days after the end of the periodcovered by this annual report on Form 10-K are incorporated by reference into Part III of this annual report on Form 10-K. TRAWS PHARMA, INC.INDEX TO REPORT ON FORM 10-K PagePART I3Item 1:Business3Item1A:Risk Factors32Item1B:Unresolved Staff Comments56Item1C:Cybersecurity56Item 2:Properties57Item 3:Legal Proceedings57Item 4:Mine Safety Disclosures57PART II58Item 5:Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities58Item 6:Reserved58Item 7:Management’s Discussion and Analysis of Financial Condition and Results ofOperations58Item7A:Quantitative and Qualitative Disclosures About Market Risk74Item 8:Financial Statements and Supplementary Data74Item 9:Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure74Item9A:Controls and Procedures74Item9B:Other Information76Item9C:Disclosure Regarding Foreign Jurisdictions that Prevent Inspections77PART III78Item 10:Directors, Executive Officers and Corporate Governance78Item 11:Executive Compensation78Item 12:Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters78Item 13:Certain Relationships and Related Transactions, and Director Independence78Item 14:Principal Accounting Fees and Services78PART IV79Item 15:Exhibits, Financial Statement Schedules79Item 16:Form 10-K Summary79 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRYDATA This Annual Report on Form 10-K