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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):
December 17, 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 8.01 Other Events.
On December 17, 2025,
Traws Pharma, Inc. (the “Company”) issued a press release (the “Press Release”) announcing positive interim
data for its Phase 2 study to evaluate ratutrelvir, a ritonavir-free treatment, in newly diagnosed COVID subjects. A copy of the Press
Release is filed as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated
by reference into this Item 8.01.
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 December 17, 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: December 17, 2025 |
TRAWS PHARMA, INC. |
| |
| |
By: |
/s/ Iain Dukes |
| |
|
Iain Dukes |
| |
|
Chief Executive Officer |
