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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):
October 1, 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers. |
Appointment of Independent
Director
On October 1, 2025, upon
recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (“Board”) of Traws Pharma, Inc.
(the “Company”), the Board appointed John Leaman, MD as an independent director, with a term expiring at the Company’s
2025 annual meeting of stockholders. Dr. Leaman was also appointed as a member of the Audit Committee of the Board.
The compensation for
Dr. Leaman’s service as a director will be consistent with that of the Company’s other non-employee directors, as described
in Amendment No. 1 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”)
on April 30, 2025. There are no arrangements or understandings between Dr. Leaman and any other persons pursuant to which Dr. Leaman was
elected as a director. Dr. Leaman has not engaged in any related-person transactions required to be disclosed by Item 404(a) of Regulation
S-K under the Securities Exchange Act of 1934, as amended.
In connection with the
appointment, Dr. Leaman entered into the Company’s standard form of indemnification agreement, a copy of which is filed as Exhibit
10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025.
Change in Executive
Titles
On October 1, 2025, the
Board eliminated the “interim” notations in the titles of Dr. Iain Dukes and Charles Parker, who now hold the titles of Chief
Executive Officer and Chief Financial Officer of the Company, respectively.
As previously
disclosed, Mr. Parker has been retained to provide such services as a non-employee consultant of the Company through Stout, a global
advisory firm specializing in corporate finance and accounting services. The Company will pay Stout $500 per hour, up to a maximum
of $50,000 per month, for services provided by Mr. Parker in his capacity as Chief Financial Officer of the Company.
| Item 7.01 | Regulation FD Disclosure. |
On October 6, 2025, the
Company issued a press release (the “Press Release”) announcing the appointment of Dr. Leaman to the Board and the change
in Dr. Dukes’ and Mr. Parker’s titles. 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 7.01.
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.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press
Release, dated October 6, 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: October 6, 2025 |
TRAWS PHARMA, INC. |
| |
|
|
| |
By: |
/s/ Iain Dukes |
| |
|
Iain Dukes |
| |
|
Chief Executive Officer |
