Traws Pharma, Inc._December 31, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)


(Mark one)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-36020

Traws Pharma, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	22-3627252 (I.R.S. Employer Identification No.)

12 Penns Trail, Newtown, PA (Address of principal executive offices)	18940 (Zip Code)

(267) 759-3680

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (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 an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐
Emerging growth company ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting 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. ☐

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 control over 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 its audit report. Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing 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 received by 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, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s voting stock held by non-affiliates was approximately $9.8 million, based on the last reported sale price of the registrant’s common stock on the Nasdaq Capital Market.

There were 15,150,669 shares of common stock outstanding as of April 24, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

		Page
PART III
Item 10	Directors, Executive Officers and Corporate Governance	1
Item 11	Executive Compensation	12
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	21
Item 13	Certain Relationships and Related Transactions, and Director Independence	23
Item 14	Principal Accountant Fees and Services	25
PART IV
Item 15	Exhibits and Financial Statement Schedules	26


Name		Age		Position(s) with Traws Pharma, Inc.		Served as Director From
Iain Dukes, D. Phil.		67		Director, Chief Executive Officer and Secretary		2024
Jack E. Stover		73		Chairman		2016
Werner Cautreels, Ph.D.		73		Director		2024
Nikolay Savchuk, Ph.D.		57		Director and Chief Operating Officer		2024
Trafford Clarke, Ph.D.		68		Director		2022
M. Teresa Shoemaker		65		Director		2020
John Leaman, M.D.		53		Director		2025


				Stock	Option	All Other
		Salary	Bonus	Awards	Awards	Compensation	Total
Name and Principal Position	Year	($)	($)(1)	($)(2)	($)(3)	($)(4)	($)
Iain Dukes, D. Phil. (5)	2025	539,000	237,375	86,077	539,472	—	1,401,924
Chief Executive Officer
Werner Cautreels, Ph.D. (6)	2025	166,577	—	11,356	118,801	57,163	353,897
Former Chief Executive Officer	2024	445,769	—	200,000	—	1,813	647,582
Charles Pauza (7)	2025	500,000	180,000	43,037	269,696	21,307	1,014,040
Chief Science Officer
Nikolay Savchuk, Ph.D. (8)	2025	350,000	126,000	38,256	220,554	—	734,810
Chief Operating Officer


		Option Awards(1)					Stock Awards
										Equity Incentive	Equity Incentive
										Plan Awards:	Plan Awards:
		Number of		Number of			Number of		Market Value	Number of	Market or Payout
		Securities		Securities			Shares or		of Shares or	Unearned	Value of
		Underlying		Underlying			Units of		Units of	Shares,	Unearned Shares,
		Unexercised		Unexercised	Option		Stock That		Stock That	Units or Other	Units or Other
		Options		Options	Exercise	Option	Have Not		Have Not	Rights That	Rights That Have
		Exercisable		Unexercisable	Price	Expiration	Vested		Vested	Have Not Vested	Not Vested
Name		(#)		(#)	($)	Date	(#)		($)	(#)	($)
Iain Dukes
		152,116	(4)	—	1.75	11/1/2033
							2,025	(2)	2,288
		—		33,222	3.01	10/12/2035
		—		31,617	3.01	10/12/2035
		—		147,771	2.33	12/12/2035
							36,943		41,476
Werner Cautreels
							6,000	(2)	6,780
		—		23,000	1.65	6/19/2035
		—		11,530	3.01	10/12/2035
		—		19,496	2.33	12/12/2035
							4,874		5,508
Charles Pauza
		20,130	(3)	—	0.25	12/13/2031
		13,326	(3)	—	1.75	11/1/2033
							2,925	(2)	3,305
		—		32,406	3.01	10/12/2035
		—		1,054	2.33	12/12/2035
		—		72,832	2.33	12/12/2035
							18,471		20,872
Nikolay Savchuk
		152,116	(4)	—	1.75	11/1/2033
							2,025	(2)	2,288
		—		22,435	3.01	10/12/2035
		—		13,935	2.33	12/12/2035
		—		51,741	2.33	12/12/2035
							16,419		18,553


		Fees Earned or		Stock		Option		All Other
Name		Paid in Cash ($)		Awards ($) (1) (2)		Awards ($) (1) (2)		Compensation ($)	Total ($)
Jack E. Stover (3)		196,500		14,346		130,041		—	340,887
M. Teresa Shoemaker		71,500		14,346		130,041		—	215,887
Trafford Clarke, Ph.D.		69,500		14,346		130,041		—	213,887
Werner Cautreels, Ph.D. (4)		45,000		11,356		118,081		—	174,437
John Leaman, MD (5)		13,125		9,455		65,153		—	87,733


		Number of Shares		Percentage of Shares
Name and Address of Beneficial Owner		Beneficially Owned		Beneficially Owned
5% or greater stockholders:
Silv Fund Ltd. (1)		1,995,883		12.69	%
OrbiMed Advisors LLC (2)		1,203,260		7.94	%
Perceptive Advisors LLC (3)		886,887		5.85	%
Ally Bridge Medalpha Master Fund L.P. (4)		1,197,918		7.70	%
Ikarian Healthcare Master Fund, L.P.(5)		812,524		5.32	%

Directors, Director Nominees and Named Executive Officers:
Iain Dukes, D. Phil. (6)		233,983		1.53	%
Charles Pauza (7)		35,406		*
Werner Cautreels, Ph.D. (8)		123,348		*
Trafford Clarke, Ph.D. (9)		45,439		*
Nikolay Savchuk, Ph.D. (10)		659,969		4.24	%
M. Teresa Shoemaker (11)		44,618		*
Jack E. Stover (12)		58,055		*
John Leaman, MD		—		—
All current executive officers and directors as a group (11 persons) (13)		1,206,102		7.57	%


							Number of Shares
		Number of Shares to					Remaining Available
		be Issued Upon		Weighted-Average			for Future Issuance
		Exercise of		Exercise Price of			Under the Equity
		Outstanding		Outstanding			Compensation Plan
		Options,		Options,			(Excluding Shares in
Plan Category		Warrants and Rights		Warrants and Rights			First Column)
Equity compensation plans approved by stockholders		1,479,929	(1)	$	8.67	(2)	827,845	(3)
Equity compensation plans not approved by stockholders		386,747	(4)	$	1.24	(2)	—
Total		1,866,676					827,845


Fee Category		Fiscal 2025			Fiscal 2024
Audit Fees(1)		$	638,135		$	720,000
Audit-Related Fees(2)			—			—
Tax Fees(3)			—			—
Total Fees		$	638,135		$	720,000


Exhibit Number		Exhibit Description
31.3#		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4#		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
101.INS †		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH†		Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.
104 †		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments)


Date: April 30, 2026
	Traws Pharma, Inc.

	By:	/s/ Iain Dukes, D. Phil
		Iain Dukes, D. Phil Chief Executive Officer


Signature	Title	Date

/s/ Iain Dukes	Chief Executive Officer and Director (Principal Executive Officer)	April 30, 2026
Iain Dukes, D. Phil

/s/ Charles Parker	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 30, 2026
Charles Parker

/s/ Jack E. Stover	Chairman, Board of Directors	April 30, 2026
Jack E. Stover	Chairman, Board of Directors

/s/ Nikolay Savchuk, Ph.D.	Director	April 30, 2026
Nikolay Savchuk, Ph.D.	Director

/s/ Trafford Clarke, Ph.D.	Director	April 30, 2026
Trafford Clarke, Ph.D.	Director

/s/ Mary Teresa Shoemaker	Director	April 30, 2026
Mary Teresa Shoemaker	Director

/s/ John Leaman, MD	Director	April 30, 2026
John Leaman, MD	Director

/s/ Werner Cautreels, Ph.D.	Director	April 30, 2026
Werner Cautreels, Ph.D.	Director

Amendment: SEC Form 10-K/A filed by Traws Pharma Inc.