TRAW (NASDAQ: TRAW) expands ATM by $3.13M under Citizens JMP agreement

Rhea-AI Filing Summary

TRAW amended its prospectus supplement to increase its at-the-market (ATM) capacity. Up to $3,128,399 of additional common stock, by aggregate gross sales price, may be offered and sold from time to time under the ATM Agreement with Citizens JMP Securities, LLC.

The supplement states the company previously sold 3,607,270 shares for aggregate gross proceeds of $7,710,729.46 under the ATM Agreement. It reports a $1.62 closing price on May 20, 2026 and cites an aggregate market value of common stock held by non-affiliates of $32,153,972 based on 14,483,771 shares and a March 23, 2026 price of $2.22.

Insights

Capital Markets Attorney

Supplement increases ATM capacity by a defined dollar amount.

The company filed a prospectus supplement amending its prior S-3 prospectus supplements to permit up to $3,128,399 of additional common stock sales under an existing ATM Agreement with Citizens JMP Securities, LLC. The filing references prior sales and ties the new amount explicitly to the ATM Agreement.

Key qualifiers are procedural: the offering is at-the-market and sales occur "from time to time"; cash-flow treatment is issuer receipts. Future sales remain subject to the ATM Agreement terms and market execution mechanics disclosed in the prior prospectus.

Equity Markets Analyst

Incremental ATM capacity is modest relative to reported public float.

The supplement increases available ATM capacity by $3,128,399 and notes prior ATM gross proceeds of $7,710,729.46 from 3,607,270 shares. The filing also reports the highest 60-day close of $2.22 and a recent close of $1.62.

Market activity from the ATM will depend on execution pace and holder selling; the filing attaches the conventional Form S-3 limitations tied to public float and General Instruction I.B.6.

Key Figures

Additional ATM capacity: $3,128,399 Shares previously sold under ATM: 3,607,270 shares Gross proceeds from prior ATM sales: $7,710,729.46 +3 more

6 metrics

Additional ATM capacity $3,128,399 maximum aggregate gross sales price under ATM Agreement

Shares previously sold under ATM 3,607,270 shares sold to date under ATM Agreement

Gross proceeds from prior ATM sales $7,710,729.46 aggregate gross sale proceeds to date

Closing price (May 20, 2026) $1.62 Nasdaq closing price reported in supplement

Highest 60-day close used for float calc $2.22 closing price on March 23, 2026 used to compute market value of non-affiliate holdings

Non-affiliate shares used for market value 14,483,771 shares shares held by non-affiliates used to compute $32,153,972 market value

Key Terms

ATM Agreement, at-the-market, General Instruction I.B.6, public float

4 terms

ATM Agreement financial

"entered into with Citizens JMP Securities, LLC on March 10, 2025"

An at-the-market (ATM) agreement lets a company sell newly issued shares directly into the public market over time through a broker, rather than selling a large block all at once. Investors care because it provides a flexible way for the company to raise cash when needed, but it can increase the number of shares outstanding gradually and put downward pressure on the stock price if sales are large relative to normal trading—similar to adding more product to a store shelf while customers are buying.

at-the-market financial

"offer and sale from time to time of shares of our common stock pursuant to that at the market offering agreement"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

General Instruction I.B.6 regulatory

"sold approximately $7,588,520 of securities pursuant to General Instruction I.B.6 of Registration Statement on Form S-3"

public float financial

"public float remains below $75 million and General Instruction I.B.6 of Registration Statement on Form S-3 continues to apply"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-273081

PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 11, 2023, 

Prospectus Supplement dated March 10, 2025 and 

Prospectus Supplement dated April 7, 2025)

Up to $3,128,399

Common Stock

This prospectus supplement amends and supplements the information in the prospectus, dated July 11, 2023 (the “Prospectus”), filed with the Securities and Exchange Commission as a part of our registration statement on Form S-3 (File No. 333-273081), as previously supplemented by our prospectus supplements, dated March 10, 2025 (the “First Supplement”) and April 7, 2025 (the “Second Supplement” and together with the First Supplement, the “Prior Supplements”) (the Prior Supplements and the Prospectus are collectively referred to as the “Prior Prospectus”), relating to the offer and sale from time to time of shares of our common stock, par value $0.01 per share, pursuant to that at the market offering agreement (the “ATM Agreement”) we entered into with Citizens JMP Securities, LLC (“Citizens”) on March 10, 2025. This prospectus supplement should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus and any future amendments or supplements thereto.

To date, we have sold 3,607,270 shares of our common stock for aggregate gross sale proceeds of approximately $7,710,729.46 in accordance with the ATM Agreement under the Prior Prospectus.

We are filing this prospectus supplement to supplement and amend, as of May 22, 2026, the Prior Prospectus to update the maximum aggregate gross sales price of shares of our common stock that may be offered, issued and sold under the ATM Agreement. Accordingly, we may offer and sell shares of our common stock having a maximum aggregate gross sales price of up to $3,128,399 from time to time to or through Citizens pursuant to the ATM Agreement, which amount is in addition to the gross sale proceeds of approximately $7,710,729.46 previously sold in accordance with the ATM Agreement under the Prior Prospectus.

Our common stock is listed on the Nasdaq Capital Market under the trading symbol “TRAW.” On May 20, 2026, the closing price of our common stock, as reported on the Nasdaq Capital Market, was $1.62 per share.

As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $32,153,972 based on 14,483,771 shares of common stock held by non-affiliates and a price of $2.22 per share, the closing price of our common stock on March, 23, 2026, which is the highest closing price of our common stock on the Nasdaq Capital Market within the prior 60 days of this prospectus supplement. During the 12 calendar months prior to and including the date of this prospectus supplement (excluding this offering), we have sold approximately $7,588,520 of securities pursuant to General Instruction I.B.6 of Registration Statement on Form S-3. In no event will we sell securities pursuant to a Registration Statement on Form S-3 in a public primary offering with value exceeding more than one-third of our public float in any 12-month calendar period so long as our public float remains below $75 million and General Instruction 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 on certain reduced public company disclosure requirements. See “Prospectus Supplement Summary — Implications of Being a Smaller Reporting Company” in the First Supplement.

Investing in our common stock involves certain risks. See “Risk Factors” beginning on page S-9 of the First Supplement, in the accompanying prospectus and in the documents incorporated by reference in this prospectus supplement, the Prior Supplements and the accompanying prospectus for a discussion of the factors you should carefully consider before deciding to invest in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Citizens Capital Markets

May 22, 2026

FAQ

What change did TRAW (TRAW) make to its ATM program?

The company increased available ATM capacity by $3,128,399, amending prior prospectus supplements to permit additional at-the-market sales under the existing Citizens JMP Securities agreement.

How much stock has TRAW sold under the ATM previously?

TRAW previously sold 3,607,270 shares under the ATM Agreement for aggregate gross proceeds of $7,710,729.46, as stated in the prospectus supplement.

Will TRAW receive proceeds from sales under the ATM?

Yes. The prospectus supplement states sales under the ATM are by the issuer to or through Citizens, indicating the issuer receives offering proceeds from executed ATM sales.

What public-float and market-price figures are cited in the supplement?

The supplement cites an aggregate market value held by non-affiliates of $32,153,972 based on 14,483,771 shares and a March 23, 2026 closing price of $2.22; it also reports a May 20, 2026 closing price of $1.62.

Are there limitations on how much TRAW can sell via Form S-3 in 12 months?

Yes. The filing reiterates the Form S-3 limitation: the company will not sell primary offerings exceeding one-third of its public float in any 12-month calendar period while public float remains below $75 million and General Instruction I.B.6 applies.