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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):
June 12, 2026
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 7.01 Regulation FD Disclosure.
On June 12, 2026, Traws Pharma,
Inc. (the “Company”) issued a press release (the “Press Release”) announcing that the planned test of tivoxavir
marboxil in a Phase 2a human influenza challenge study has been deferred due to a negative review of the program by the United Kingdom’s
Medicines and Healthcare Products Regulatory Agency. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on
Form 8-K (this “Current Report”) and is incorporated by reference into this Item 7.01.
The information included in this
Current Report under this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities
Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report, including
Exhibit 99.1, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms
“anticipates,” “expects,” “estimates,” “believes,” “will” and similar expressions,
as they relate to the Company or its management, are intended to identify such forward-looking statements.
Forward-looking statements in
this Current Report, including Exhibit 99.1, or hereafter, including in other publicly available documents filed with the Securities and
Exchange Commission, reports to the stockholders of the Company and other publicly available statements issued or released by the Company
involve known and unknown risks, uncertainties and other factors which could cause the Company’s actual results, performance (financial
or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied
by such forward-looking statements. Such future results are based upon management’s reasonable estimates based upon current conditions
and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents
filed with the Securities and Exchange Commission, each of which could adversely affect the Company’s business and the accuracy
of the forward-looking statements contained herein.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated June 12, 2026. |
| 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: June 12, 2026 |
TRAWS PHARMA, INC. |
| |
|
|
| |
By: |
/s/ Charles Parker |
| |
|
Charles Parker |
| |
|
Chief Financial Officer |
Exhibit 99.1
Traws Pharma
Provides Regulatory Update on Influenza Program
NEWTOWN, PA —
June 12, 2026 — (GLOBENEWSWIRE) Traws Pharma, Inc. (NASDAQ: TRAW, the Company), a clinical-stage biopharmaceutical
company developing novel therapies for critical global viral threats, today announced that the planned test of tivoxavir marboxil (TXM)
in a Phase 2a human influenza challenge study has been deferred due to a negative review of the program by the United Kingdom’s
Medicines and Healthcare Products Regulatory Agency (MHRA).
“Tivoxavir marboxil demonstrated potent
efficacy in three animal models of highly pathogenic avian influenza and a pharmacokinetic profile consistent with its use for bird flu
treatment and prevention,” said C. David Pauza, PhD Chief Science Officer for Traws Pharma, “The product candidate
retains potential for emergency use in a bird flu outbreak and for prevention in high-risk populations.” The Company has a portfolio
of back-up influenza antiviral compounds and is actively advancing candidates with TXM's long-duration pharmacokinetic and antiviral profile
and devoid of any mutagenic potential.
“Influenza, including bird flu, continues
to be a major public health threat in the US and worldwide,” commented Robert R. Redfield, MD, Chief Medical Officer for
Traws Pharma and former Head of the U.S. Centers for Disease Control and Prevention. “While we have had a setback in the development
of our lead compound for influenza, the program continues to be a high priority. Influenza treatment and prevention is especially important
for vulnerable populations including elderly and immunocompromised individuals who are at much greater risk for severe influenza compared
to the general population.
“We remain committed to advancing long-acting
influenza antivirals and continue to believe this modality has meaningful potential in seasonal influenza prophylaxis. While the recent
regulatory feedback affects the timing of our planned challenge study, it does not change our conviction in the underlying scientific
rationale. With our cash runway extending to Q1 2027, we are advancing alternative candidates designed to preserve TXM’s pharmacokinetics
and efficacy, and exclude potential regulatory concerns,” said Iain Dukes, MA, DPhil, Chief Executive Officer for Traws
Pharma.
About Traws Pharma, Inc.
Traws Pharma is a clinical-stage biopharmaceutical
company dedicated to developing novel therapies to target critical threats to human health in respiratory viral diseases. Traws integrates
antiviral drug development, medical intelligence and regulatory strategy to meet real world challenges in the treatment of viral diseases.
The Company is advancing novel investigational oral small molecule antiviral agents that have potent activity against difficult to treat
or resistant virus strains that threaten human health including seasonal influenza and H5N1 bird flu, negative-strand RNA viruses including
Hantavirus, Ebola Virus Disease, Lassa Fever and COVID-19/Long COVID.
For more information, please visit www.trawspharma.com
and follow us on LinkedIn.
Forward-Looking Statements
Some of the statements in this release are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of
1934, as amended, and the Private Securities Litigation Reform Act of 1995, and involve risks and uncertainties including statements
regarding the Company, its business and product candidates, including the potential opportunity, market size, benefits, effectiveness,
safety, and the clinical and regulatory plans for tivoxavir marboxil and ratutrelvir and other investigational antiviral agents, as well
as plans for its legacy programs. The Company has attempted to identify forward-looking statements by terminology including “believes”,
“estimates”, “anticipates”, “expects”, “plans”, “intends”, “may”,
“could”, “might”, “will”, “should”, “preliminary”, “encouraging”,
“approximately” or other words that convey uncertainty of future events or outcomes. Although Traws believes that the expectations
reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different
from the results expressed or implied by such forward looking statements. These statements are only predictions and involve known and
unknown risks, uncertainties, and other factors, including the outcome of Traws’ IND filing with the FDA for tivoxavir marboxil,
including the current FDA clinical hold; the success and timing of Traws’ clinical trials; Traws’ ability to identify and
advance potential clinical candidates for the treatment of Hantavirus infections, Ebola Virus Disease, Lassa Fever, the potential efficacy
of ratutrelvir for the treatment of COVID-19, including the potential to reduce the risk of COVID rebound and Long COVID; the potential
for tivoxavir marboxil and ratutrelvir and other investigational antiviral agents to gain market acceptance, if and when regulatory approval
is obtained, or to become the new standard of care; Traws’ interactions with the FDA, BARDA, CDC, NAFDAC,
AMA and similar foreign regulators; collaborations; market conditions; regulatory requirements and pathways for approval; the
ongoing need for improved therapy to reduce the frequency of clinical rebound and the concomitant risk for Long COVID; the extent of
the spread and threat of pandemic flu including H5N1 bird flu; the Company’s cash projections; Traws’ ability to raise additional
capital when needed; and those discussed under the heading “Risk Factors” in Traws’ filings with the U.S. Securities
and Exchange Commission (SEC). Any forward-looking statements contained in this release speak only as of its date. Traws undertakes no
obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its
date or to reflect the occurrence of unanticipated events, except to the extent required by law.
Traws Pharma Contact:
Charles Parker
Traws Pharma, Inc.
cparker@trawspharma.com
www.trawspharma.com
Investor Contact:
John Fraunces
LifeSci Advisors, LLC
917-355-2395
jfraunces@lifesciadvisors.com