Traws Pharma Inc美股招股说明书(2026-05-15版)

Traws Pharma,Inc.35,897,514 SharesCommon Stock This prospectus relates to the possible resale or other disposition from time to time, in one or more offerings, by the sellingstockholders named in this prospectus (the “Selling Stockholders”) of up to an aggregate of 35,897,514 shares (the “Shares”) of theCompany’s common stock, par value $0.01 per share (“Common Stock”),which consist of (i)4,993,412 shares of Common Stock (the“Initial Shares”) issued to the Selling Stockholders pursuant to that certain Securities Purchase Agreement, dated April15, 2026 (the“Purchase Agreement”), by and between the Company and Selling Stockholders, (ii)989,507 shares of Common Stock issuable by theCompany upon exercise of certain pre-funded warrants issued to the Selling Stockholders pursuant to the Purchase Agreement (the“Pre-Funded Warrants”), (iii)5,982,919 shares of Common Stock issuable by the Company upon exercise of the SeriesA warrantsissued to the Selling Stockholders pursuant to the Purchase Agreement (the “SeriesA Warrants”), (iv)5,982,919 shares of CommonStock issuable by the Company upon exercise of the SeriesB warrants issued to the Selling Stockholders pursuant to the PurchaseAgreement (the “SeriesB Warrants”), and (v)17,948,757 shares of Common Stock issuable by the Company upon exercise of theSeriesC warrants issued to the Selling Stockholders pursuant to the Purchase Agreement (the “SeriesC Warrants”, together with theSeriesA Warrants and SeriesB Warrants, the “Common Warrants”, and the Common Warrants together with the Pre-Funded Warrants,the “Warrants”). The purchase price per each Initial Share and accompanying SeriesA Warrant, SeriesB Warrant, and SeriesCWarrant was $1.6730. The purchase price per each Pre-Funded Warrant and accompanying SeriesA Warrant, SeriesB Warrant, andSeriesC Warrant was $1.6630, and each Pre-Funded Warrant has an exercise price of $0.01, subject to adjustment. The exercise priceper each SeriesA Warrant, SeriesB Warrant, and SeriesC Warrant is $1.673, subject to adjustment. We agreed to file the registration statement of which this prospectus is a part pursuant to the Purchase Agreement and theRegistration Rights Agreement, dated April15, 2026, by and between the Company and Selling Stockholders (the “Registration RightsAgreement”). Additional information with respect to the Purchase Agreement and Registration Rights Agreement is contained in thisprospectus under the headings “Prospectus Summary - Private Placement” and “Selling Stockholders” and in our Current Report onForm8-K filed with the Securities and Exchange Commission on April15, 2026. The Selling Stockholders or their permitted transferees or other successors-in-interest may, but are not required to, sell, transfer, orotherwise dispose of, any or all of the shares of our Common Stock offered by this prospectus at any time and from time to time in anumber of different ways, including sales on any stock exchange or in negotiated transactions, and at varying prices, including fixedprices, at prevailing market prices at the time of sale or disposition, at prices related to the prevailing market price, or at negotiatedprices. See “Plan of Distribution” on page13 for a description of how the selling stockholders may dispose of the shares covered bythis prospectus. We are not selling any shares of our Common Stock under this prospectus and will not receive any of the proceeds from the saleof shares of our Common Stock by the selling stockholders. However, upon any exercise of the Warrants by payment of cash, we willreceive the exercise price of the Warrants. We cannot predict when and in what amounts, or if, the Warrants will be exercised bypayments of cash and it is possible that the Warrants may expire and never be exercised or may be exercised via cashless exercise, inwhich case we would not receive any cash proceeds. We have agreed to pay certain expenses related to the registration of the offer and sale by the Selling Stockholders of ourCommon Stock pursuant to the registration statement of which this prospectus forms a part. The Selling Stockholders will bear allcommissions, discounts, concessions and other selling expenses, if any, in connection with the sale of their shares of our CommonStock covered by this prospectus. Our Common Stock is listed on The NASDAQ Capital Market under the symbol “TRAW.” On May 12, 2026, the closing price ofour Common Stock was $1.68 per share. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You shouldread the entire prospectus and any amendments or supplements carefully before you make your investment decision. Investing in our Common Stock involves a high degree of risk. You should carefully read the information contained underthe heading “Risk Factors” on page7 of this prospectus, and under similar headings in the documents that are incorporated byreference into this prospectus. Neither the Securities and Exchange Commi