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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):
May 15, 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 2.02 Results of Operations and Financial Condition.
The information provided below in “Item
7.01 - Regulation FD Disclosure” of this Current Report on Form 8-K (this “Current Report”) regarding the Earnings Release
is incorporated by reference into this Item 2.02.
Item 7.01 Regulation FD Disclosure.
On May 15, 2026, Traws Pharma, Inc. (the “Company”)
issued a press release (the “Earnings Release”) announcing its financial results for the quarter ended March 31, 2026, a copy
of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”) and incorporated herein by
reference.
The information set forth under
Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference
language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed
an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
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 best 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 May 15, 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: May 15, 2026 |
TRAWS PHARMA, INC. |
| |
|
|
| |
By: |
/s/ Charles
Parker |
| |
|
Charles Parker |
| |
|
Chief Financial Officer |
Exhibit 99.1

Traws Pharma
Provides Business Highlights and Reports Q1 2026 Financial Results
Private financing of up to $60M offering of
common stock (with $10M upfront) and milestone-based warrants expected to support operations into Q1 2027
Tivoxavir marboxil advancing towards a human
influenza challenge trial as a once-monthly prophylactic agent
Advancing clinical candidates for the treatment
of hantavirus infections
NEWTOWN, PA, May 15, 2026 (GLOBE NEWSWIRE) –
Traws Pharma, Inc. (NASDAQ: TRAW) (“Traws Pharma”, “Traws” or “the Company”), a clinical-stage biopharmaceutical
company developing novel therapies to target critical threats to human health from respiratory viral diseases, today provided recent business
highlights and reported financial results for the quarter ended March 31, 2026. The highlights include updates on the Company's lead program,
tivoxavir marboxil (TXM), in development for influenza prophylaxis, and its hantavirus drug development efforts.
“Q1 2026 was a period of meaningful progress
for Traws. The recently announced private financing of up to $60 million in gross proceeds provides us with a clear runway into Q1 2027
and supports our ability to execute on our key programs. We are advancing TXM toward a human challenge trial as a once-monthly prophylactic
agent against seasonal influenza, which is scheduled to be initiated in Q2 2026. Separately, we will be actively engaging with the FDA
to resolve the clinical hold and enable initiation of global studies by year end,” commented Iain Dukes, MA, DPhil, Chief
Executive Officer of Traws Pharma. “Our pipeline now also includes a potential antiviral therapy for hantavirus. The recent
outbreak1 brought new attention to a disease with no approved treatments.”
Recent Highlights and Anticipated Milestones:
$60 Million Private Financing
On April 15, 2026, TRAW announced an up to $60
million private investment in a public equity (PIPE) financing, including $10 million in gross proceeds at closing, with up to approximately
$50 million of additional potential gross proceeds from milestone-based and three-year warrants. As described in the Company’s 8K
issued on April 15, 2026, the financing consists of the sale of 5,982,919 shares of common stock (or pre-funded warrants in lieu thereof)
at a purchase price of $1.6730 per share.
The upfront gross proceeds and milestone-based
warrants, along with the current cash and cash equivalents, are estimated to provide sufficient resources to fund company operations into
Q1 2027 including completion of a human challenge trial to evaluate TXM as a once-monthly prophylactic agent for influenza prevention.
Investigational Programs:
Tivoxavir Marboxil (TXM, influenza):
Intended Indication and Market Potential: Potential
as a best-in-class once-monthly prophylactic for seasonal flu and potential inclusion in pandemic preparedness initiatives,2,3 all-together,
estimated to be a multi-billion-dollar opportunity.
Next Steps:
| · | Completion of Phase
1 Bridging Study – The ongoing Phase 1 Bridging Study, conducted under an open IND in Australia, is intended to evaluate if
the compressed tablet formulation provides 28-days of coverage. |
| · | MHRA Approval and Initiation
of Challenge trial – Following completion of the Phase 1 Bridging Study and receipt of MHRA approval, TRAW will conduct
a single-dose influenza virus challenge trial of TXM at hVIVO, a global leader in the conduct of human challenge studies for infectious
diseases and respiratory viruses, in the UK. |
| · | Efforts Ongoing to
Resolve the Clinical Hold – FDA placed the U.S. IND for TXM on clinical hold due to concerns with the toxicology data package.
The Company is preparing a comprehensive response, with the goal of resolving the hold and enabling initiation of global clinical studies
by year end. |
Hantavirus Program:
Intended Indication and Market Potential: Hantavirus,
a rodent-borne negative-strand RNA virus that typically results in a 30-50% fatality rate when transmitted to humans and which has been
implicated as the cause of several cruise ship fatalities and serious illnesses in recent days1.
Next Steps: Traws plans to move rapidly
to advance a clinical candidate for hantavirus treatment.
Financial Results:
Cash and cash equivalents: As of March
31, 2026, the Company had cash and cash equivalents of approximately $3.1 million, compared to approximately $3.8 million as of December
31, 2025, excluding gross proceeds of up to approximately $60 million for a PIPE financing and milestone-based and three-year warrants
which the Company completed on April 15, 2026. Based on current plans, the Company believes that its current cash balance, including net
proceeds from the offering and milestone-based warrants, is sufficient to support planned expenses, including completion of the Challenge
Study, into Q1 2027.
Revenue for the quarter ended March 31,
2026, was $0.0 million, compared to $0.06 million for the comparable period in 2025.
Research and development (R&D) expense
for the quarter ended March 31, 2026, totaled $4.9 million, compared to $2.5 million for the comparable period in 2025. This increase
of $2.4 million primarily relates to an increase in expenses related to completion of antiviral clinical trial milestones.
General and administrative (G&A) expense
for the quarter ended March 31, 2026, totaled $2.0 million, compared to $2.8 million for the comparable period in 2025. This decrease
of $0.7 million was primarily attributable to a decrease in professional and consulting fees.
Change in fair value of warrant liability
for the quarter ended March 31, 2026, was an expense of $0.2 million, compared to other income of $26.5 million for the comparable period
in 2025. The change for the three months ended March 31, 2025 is primarily attributable to remeasurement of the warrant liability upon
amendment and partial exercise of the Pre-Funded Warrants and Series A Warrants, and the fair value of remaining Series A Warrants as
of March 31, 2025.
Net Income (loss): The net loss for the
quarter ended March 31, 2026 was $7.1 million, or a net loss of $0.53 per basic and diluted common share. This compares to net income
of $21.5 million, or net income of $2.17 per basic and $2.09 per diluted common share, for the quarter ended March 31, 2025.
Shares Outstanding: Traws had 15,150,669
shares of common stock outstanding as of May 12, 2026.
About Tivoxavir Marboxil
Tivoxavir marboxil (TXM) is an investigational
oral, small molecule CAP-dependent endonuclease inhibitor designed to be administered as a single-dose prophylactic agent for seasonal
influenza and treatment of pandemic/bird flu. It has shown potent in vitro activity against a range of influenza strains in preclinical
studies, including a human isolate of the highly pathogenic avian flu H5N1 (bird flu). Consistent, positive preclinical data from three
animal species indicate that a single dose of TXM demonstrated a therapeutic effect against H5N1 bird flu. Seasonal influenza represents
an estimated multi-billion-dollar antiviral market opportunity, largely driven by global health organizations, practice guidelines and
government tenders and inclusion in drug stock piling initiatives 2,3, with upside potential from potential pandemic flu outbreaks
including H5N1 bird flu.
Source information
| 1. | Wall Street Journal. (2026,
May 7). The 33-day 'Atlantic Odyssey' that turned into a hantavirus nightmare. The Wall Street
Journal. https://www.wsj.com/world/the-33-day-atlantic-odyssey-that-turned-into-a-hantavirus-nightmare-ae8c7f48 |
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.
We are 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
and COVID-19/Long COVID. Lead program, tivoxavir marboxil, is in development as a once-monthly oral prophylactic agent for influenza prevention,
with additional potential as a single-dose therapy for seasonal flu or H5N1 bird flu, targeting the influenza cap-dependent endonuclease
(CEN).
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, 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, 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 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 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
Traws Pharma, Inc.
Condensed Consolidated Balance Sheets (unaudited)
| | |
March 31, | | |
December 31, | |
| | |
2026 | | |
2025 | |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 3,133,000 | | |
$ | 3,820,000 | |
| Tax incentive and other receivables | |
| 1,687,000 | | |
| 3,794,000 | |
| Prepaid expenses and other assets | |
| 845,000 | | |
| 365,000 | |
| Total current assets | |
| 5,665,000 | | |
| 7,979,000 | |
| Property and equipment, net | |
| 6,000 | | |
| 7,000 | |
| Intangible assets, net | |
| 2,484,000 | | |
| 2,527,000 | |
| Other assets | |
| 1,000 | | |
| 104,000 | |
| Total assets | |
$ | 8,156,000 | | |
$ | 10,617,000 | |
| Liabilities and stockholders’ deficit | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 7,665,000 | | |
$ | 5,653,000 | |
| Accrued expenses and other liabilities | |
| 5,543,000 | | |
| 5,493,000 | |
| Total current liabilities | |
| 13,208,000 | | |
| 11,146,000 | |
| Warrant liabilities | |
| 259,000 | | |
| 100,000 | |
| Total liabilities | |
| 13,467,000 | | |
| 11,246,000 | |
| | |
| | | |
| | |
| Commitments and contingencies (Note 5) | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders’ deficit: | |
| | | |
| | |
| Series C Preferred stock, $0.01 par value, 5,000,000 shares authorized, 7,440 shares issued and 6,737 shares outstanding at March 31, 2026 and December 31, 2025 | |
| — | | |
| — | |
| Common stock, $0.01 par value, 250,000,000 shares authorized, 10,162,587 and 9,067,774 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively | |
| 101,000 | | |
| 90,000 | |
| Additional paid-in capital | |
| 641,681,000 | | |
| 639,259,000 | |
| Accumulated deficit | |
| (647,091,000 | ) | |
| (639,984,000 | ) |
| Accumulated other comprehensive (loss) income | |
| (2,000 | ) | |
| 6,000 | |
| Total stockholders’ deficit | |
| (5,311,000 | ) | |
| (629,000 | ) |
| Total liabilities and stockholders’ deficit | |
$ | 8,156,000 | | |
$ | 10,617,000 | |
Traws Pharma, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
| | |
Three Months Ended March 31, | |
| | |
2026 | | |
2025 | |
| Revenue | |
$ | — | | |
$ | 57,000 | |
| Operating expenses: | |
| | | |
| | |
| Research and development | |
| 4,912,000 | | |
| 2,506,000 | |
| General and administrative | |
| 2,034,000 | | |
| 2,754,000 | |
| Total operating expenses | |
| 6,946,000 | | |
| 5,260,000 | |
| Loss from operations | |
| (6,946,000 | ) | |
| (5,203,000 | ) |
| Change in fair value of warrant liability | |
| (159,000 | ) | |
| 26,513,000 | |
| Other income, net | |
| (2,000 | ) | |
| 180,000 | |
| Net (loss) income | |
$ | (7,107,000 | ) | |
$ | 21,490,000 | |
| Net (loss) income attributable to common stockholders, basic and diluted | |
$ | (5,692,000 | ) | |
$ | 15,083,000 | |
| Weighted-average shares of common stock outstanding, basic | |
| 10,640,625 | | |
| 6,965,927 | |
| Net (loss) income per share of common stock, basic | |
$ | (0.53 | ) | |
$ | 2.17 | |
| Weighted-average shares of common stock outstanding, diluted | |
| 10,640,625 | | |
| 7,215,125 | |
| Net (loss) income per share of common stock, diluted | |
$ | (0.53 | ) | |
$ | 2.09 | |
| Net (loss) income attributable to Series C Preferred stockholders, basic and diluted | |
$ | (1,415,000 | ) | |
$ | 6,407,000 | |
| Weighted-average shares of Series C Preferred outstanding, basic and diluted | |
| 6,737 | | |
| 7,398 | |
| Net (loss) income per share of Series C Preferred, basic and diluted | |
$ | (210.03 | ) | |
$ | 866.04 | |