Traws Pharma Inc美股招股说明书(2026-07-10版)

Traws Pharma,Inc. Up to $5,575,709Common Stock We have entered into an at the market offering agreement (the “ATM Agreement”), with Citizens JMP Securities, LLC (“Citizens”),dated March 10, 2025, relating to the sale of shares of our common stock offered by this prospectus supplement and the accompanyingprospectus. In accordance with the terms of the ATM Agreement, we may offer and sell shares of our common stock, par value $0.01 pershare, having an aggregate offering price of up to $5,575,709 from time to time through or to Citizens, acting as sales agent and/or principal. Our common stock is listed on the Nasdaq Capital Market under the trading symbol “TRAW.” On July 7, 2026, the closing price of ourcommon stock, as reported on the Nasdaq Capital Market, was $0.70 per share. Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made by anymethod permitted that is deemed an “at the market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the“Securities Act”), including sales made directly on or through the Nasdaq Capital Market or any other existing trading market in the UnitedStates for our common stock, directly to Citizens as principal, in privately negotiated transactions, in block transactions and/or in any othermethod permitted by law. If we and Citizens agree on any method of distribution other than sales of shares of our common stock on orthrough the Nasdaq Capital Market or another existing trading market in the United States at market prices, we will file a further prospectussupplement providing all information about such offering as required by Rule 424(b) under the Securities Act. Under the ATM Agreement,Citizens is not required to sell any specific number or dollar amount of securities, but Citizens will act as our sales agent using commerciallyreasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow,trust or similar arrangement. Citizens will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds of each sale of shares of our commonstock. See “Plan of Distribution” beginning on pageS-18of this prospectus supplement for additional information regarding thecompensation to be paid to Citizens. In connection with the sale of our shares of common stock on our behalf, Citizens will be deemed to bean “underwriter” within the meaning of the Securities Act and the compensation of Citizens will be deemed to be underwriting commissionsor discounts. We have also agreed to provide indemnification and contribution to Citizens with respect to certain liabilities, includingliabilities under the Securities Act. As the date of this prospectus, the aggregate market value of our outstanding common stock held by non-affiliates was approximately$29,412,799 based on 14,560,792 shares of common stock held by non-affiliates and a price of $2.02 per share, the closing price of ourcommon stock on May 11, 2026, which is the highest closing price of our common stock on The Nasdaq Capital Market within the prior 60days of this prospectus supplement. During the 12 calendar months prior to and including the date of this prospectus supplement (excludingthis offering), we have sold approximately $4,227,577 of securities pursuant to General Instruction I.B.6 of Registration Statement on FormS-3. In no event will we sell securities pursuant to a Registration Statement on Form S-3 in a public primary offering with value exceedingmore than one-third of our public float in any 12-month calendar period so long as our public float remains below $75 million and GeneralInstruction I.B.6 of Registration Statement on Form S-3 continues to apply to us. We are a “smaller reporting company” as that term is defined under the federal securities laws, and, as such, have elected to rely oncertain reduced public company disclosure requirements. See “Prospectus Supplement Summary - Implications of Being a SmallerReporting Company.” Investing in our common stock involves certain risks. See “Risk Factors” beginning on pageS-9of this prospectus supplement,in the accompanying prospectus and in the documents incorporated by reference in this prospectus supplement and theaccompanying prospectus for a discussion of the factors you should carefully consider before deciding to invest in our commonstock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Citizens Capital Markets July 10, 2026 TABLE OF CONTENTSProspectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATAS-2PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-8RISK FACTORSS-9U