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): December 12, 2025

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 12, 2025, the Compensation Committee of the Board of Directors of Traws Pharma, Inc. (the “Company”) approved the grant of options to purchase shares of Company common stock (collectively, the “Options”) and restricted stock units (collectively, the “RSUs”) to the Company’s executive officers, as follows: 147,771 Options and 36,943 RSUs to Iain Dukes, the Company’s Chief Executive Officer; 61,571 Options and 15,393 RSUs to Charles Parker, the Company’s Chief Financial Officer; 73,886 Options and 18,471 RSUs to C. David Pauza, the Company’s Chief Science Officer, Virology; 65,676 Options and 16,419 RSUs to Robert Redfield, the Company’s Chief Medical Officer; and 65,676 Options and 16,419 RSUs to Nikolay Savchuk, the Company’s Chief Operating Officer. The Options have an exercise price of $2.33 per share (the closing price of the Company’s common stock on December 12, 2025), have a ten year term, and vest in full on the first anniversary of the grant date, subject to the respective recipient’s continued service to the Company through the vesting date. The Options and the RSUs were granted under the Company’s Amended and Restated 2021 Incentive Compensation Plan.

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: December 16, 2025	TRAWS PHARMA, INC.

	By:	/s/ Iain Dukes
		Iain Dukes
		Chief Executive Officer

Traws Pharma Inc. filed SEC Form 8-K: Leadership Update