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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):
August 18, 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 7.01 |
Regulation FD Disclosure. |
On August 18, 2025,
Traws Pharma, Inc. (the “Company”) began using a new corporate presentation. A copy of that corporate presentation is
furnished as Exhibit 99.1 hereto and incorporated herein by reference. The presentation will also be posted to the Company’s
website.
The information
set forth under Item 7.01 of this Current Report on Form 8-K (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.
On August 18, 2025,
the Company issued a press release (the “Press Release”) announcing receipt of approval from the Human Research Ethics Committee
to proceed with a Phase 2 study to evaluate ratutrelvir, a ritonavir-free treatment in newly diagnosed COVID subjects. A copy of the Press
Release is filed herewith as Exhibit 99.2 and is incorporated by reference into this Item 8.01.
Forward-Looking Statements
This Current Report,
including Exhibits 99.1 and 99.2, 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 Exhibits 99.1 and 99.2, 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 August 18, 2025. |
| 99.2 |
|
Investor
Presentation, dated August 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: August 18, 2025 |
TRAWS PHARMA, INC. |
| |
|
|
| |
By: |
/s/ Iain Dukes |
| |
|
Iain Dukes |
| |
|
Interim Chief Executive Officer |
