Traws Pharma Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on November 21, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Traws Pharma, Inc. (the “Company”), the Company’s stockholders approved the amendment and restatement of the Company’s Amended and Restated 2021 Incentive Compensation Plan (as so amended and restated, the “Amended Plan”), to increase the number of shares of common stock reserved and authorized for issuance thereunder by 1,500,000 shares and extend the term of the Amended Plan until November 20, 2035. The Amended Plan was previously approved by the Company’s Board of Directors, subject to stockholder approval, on October 7, 2025. The Amended Plan became effective on November 21, 2025 following receipt of stockholder approval.
Additional information regarding the Amended Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed by the Company with the Securities and Exchange Commission on October 8, 2025, which information is incorporated herein by reference. Such information and the foregoing description of the Amended Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Plan, a copy of which is attached to this Current Report Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 21, 2025, the Company held the Annual Meeting in a virtual format. At the close of business on October 2, 2025, the record date for the Annual Meeting, there were 7,125,832 shares of Company common stock issued and outstanding, which constituted all of the issued and outstanding shares of capital stock of the Company entitled to vote at the Annual Meeting. At the Annual Meeting, 3,419,727 of the Company’s 7,125,832 outstanding shares of common stock entitled to vote as of the record date, or approximately 48.0%, were represented by proxy or in person (virtually), and, therefore, a quorum was present.
The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement, which information is incorporated herein by reference.
The final voting results on the proposals presented for stockholder approval at the Annual Meeting were as follows:
Proposal 1: To elect seven directors, each to hold office until the Company’s 2026 Annual Meeting of Stockholders and until his or her successor is elected and qualified. Each nominee for director was elected by a vote of the stockholders as follows:
| Nominee | Votes For | Withheld | Broker Non-Votes | |||||||||
| Iain Dukes, D.Phil. | 2,366,179 | 37,016 | 1,016,532 | |||||||||
| Werner Cautreels, Ph.D. | 2,364,118 | 39,077 | 1,016,532 | |||||||||
| Trafford Clarke, Ph.D. | 2,364,172 | 39,023 | 1,016,532 | |||||||||
| John Leaman, M.D. | 2,367,095 | 36,100 | 1,016,532 | |||||||||
| Nikolay Savchuck Ph.D. | 2,364,157 | 39,038 | 1,016,532 | |||||||||
| M. Teresa Shoemaker | 2,362,913 | 40,282 | 1,016,532 | |||||||||
| Jack E. Stover | 2,363,812 | 39,383 | 1,016,532 | |||||||||
Proposal 2: To consider and vote upon the amendment and restatement of the Company’s 2021 Incentive Compensation Plan, as amended and restated. The proposal to approve the Amended Plan was approved by a vote of the stockholders as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 2,136,875 | 242,566 | 23,754 | 1,016,532 |
Proposal 3: To approve, on an advisory basis, the compensation of the Company’s named executive officers. The proposal was approved by a vote of the stockholders as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 2,293,949 | 86,560 | 22,686 | 1,016,532 |
Proposal 4: To approve, on a non-binding advisory basis, the frequency of holding an advisory vote to approve the compensation of the Company’s named executive officers. The proposal was approved by a vote of the stockholders as follows:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
| 404,202 | 1,923,712 | 5,354 | 69,927 | 1,016,532 |
Based on these advisory vote results, the Company has determined that the Company will hold a stockholder advisory vote on executive compensation every two years until the next required vote on the frequency of named executive officer compensation votes. As a result, the Company expects that the next advisory vote on the compensation of the Company’s named executive officers will be submitted to stockholders at the Company’s 2027 Annual Meeting.
Proposal 5: To consider and vote upon the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The proposal was approved by a vote of the stockholders as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,350,178 | 44,073 | 25,476 | 0 |
Proposal 6: To approve the adjournment of the Annual Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in the event the Company has not received sufficient votes in favor of any of the foregoing proposals. The proposal was approved by a vote of the stockholders as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,122,140 | 288,848 | 8,739 | 0 |
Although Proposal 6 was approved by the Company’s stockholders, the Company did not elect to adjourn the Annual Meeting, as each of Proposals 1 through 5 were approved by the Company’s stockholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Traws Pharma, Inc. 2021 Incentive Compensation Plan, as amended and restated on November 21, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document) |
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: November 28, 2025 | TRAWS PHARMA, INC. | |
| By: | /s/ Iain Dukes | |
| Iain Dukes | ||
| Chief Executive Officer | ||