OrbiMed (NASDAQ: TRAW) adds Traw Pharma stock and warrant stake

Rhea-AI Filing Summary

Entities affiliated with OrbiMed increased their indirect stake in Traw Pharma through a private placement. OrbiMed Private Investments VIII LP acquired 597,729 shares of common stock at $1.67 per share and Series A, B and C warrants exercisable for up to 2,988,645 shares at $1.673 per share. Following the purchase, indirect holdings reported for common stock rose to 1,203,250 shares. The transactions closed on April 16, 2026, and the reporting entities disclaim beneficial ownership beyond their pecuniary interest.

Insider Trade Summary

Net Buyer: 3,586,374 shares ($998,207)

Net Buy 4 txns

Insider ORBIMED ADVISORS LLC, OrbiMed Capital GP VIII LLC

Role null | null

Bought 3,586,374 shs ($998K)

Type	Security	Shares	Price	Value
Purchase	Series A Warrants (right to buy)	597,729	$0.00	--
Purchase	Series B Warrants (right to buy)	597,729	$0.00	--
Purchase	Series C Warrants (right to buy)	1,793,187	$0.00	--
Purchase	Common Stock	597,729	$1.67	$998K

Holdings After Transaction: Series A Warrants (right to buy) — 597,729 shares (Indirect, See Footnote); Series B Warrants (right to buy) — 597,729 shares (Indirect, See Footnote); Series C Warrants (right to buy) — 1,793,187 shares (Indirect, See Footnote); Common Stock — 1,203,250 shares (Indirect, See Footnote)

Footnotes (1)

1. On April 15, 2026, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with certain investors (the "Investors"), including the Reporting Persons. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold to the Reporting Persons in a private placement which closed on April 16, 2026 (the "Closing Date") Series A warrants, Series B warrants, and Series C warrants (collectively, the "Warrants") to purchase up to an aggregate of 2,988,645 shares. The price per Pre-Funded Warrant is $1.673. The Warrants are exercisable pursuant to the conditions described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2026. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VIII. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VIII. This report on Form 4 is jointly filed by OrbiMed Advisors and GP VIII. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1943, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

Key Figures

Common shares purchased: 597,729 shares at $1.67 Common shares held after: 1,203,250 shares Warrant underlying shares: 2,988,645 shares +1 more

4 metrics

Common shares purchased 597,729 shares at $1.67 Open-market coded purchase on April 16, 2026

Common shares held after 1,203,250 shares Indirect ownership reported after transaction

Warrant underlying shares 2,988,645 shares Series A, B and C warrants purchased in private placement

Warrant exercise price $1.673 per share Exercise price for Series A, B and C warrants

Key Terms

securities purchase agreement, private placement, Series A warrants, pecuniary interest, +1 more

5 terms

securities purchase agreement financial

"the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with certain investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

private placement financial

"issued and sold to the Reporting Persons in a private placement which closed on April 16, 2026"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Series A warrants financial

"issued and sold ... Series A warrants, Series B warrants, and Series C warrants"

Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.

pecuniary interest financial

"disclaims beneficial ownership ... except to the extent of its pecuniary interest therein"

Investment Advisers Act of 1940 regulatory

"OrbiMed Advisors LLC ... a registered investment adviser under the Investment Advisers Act of 1940"

A U.S. federal law that sets rules for people and firms who give investment advice, requiring them to register with regulators, be honest about conflicts, keep records, and follow basic standards of care. It matters to investors because those rules act like licensing and consumer protections — similar to having safety standards for a mechanic — helping ensure advisers act in clients’ financial interests and reducing the risk of fraud or misuse of funds.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Traws Pharma, Inc. [ TRAW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/16/2026		P		597,729	A	$1.67	1,203,250	I	See Footnote(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Warrants (right to buy)	$1.673	04/16/2026		P		597,729		(2)	(2)	Common Stock	597,729	(1)	597,729	I	See Footnote(3)(4)
Series B Warrants (right to buy)	$1.673	04/16/2026		P		597,729		(2)	(2)	Common Stock	597,729	(1)	597,729	I	See Footnote(3)(4)
Series C Warrants (right to buy)	$1.673	04/16/2026		P		1,793,187		(2)	(2)	Common Stock	1,793,187	(1)	1,793,187	I	See Footnote(3)(4)

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

OrbiMed Capital GP VIII LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK NEW YORK 10022-4629

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On April 15, 2026, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with certain investors (the "Investors"), including the Reporting Persons. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold to the Reporting Persons in a private placement which closed on April 16, 2026 (the "Closing Date") Series A warrants, Series B warrants, and Series C warrants (collectively, the "Warrants") to purchase up to an aggregate of 2,988,645 shares. The price per Pre-Funded Warrant is $1.673.

2. The Warrants are exercisable pursuant to the conditions described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2026.

3. These securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP VIII. By virtue of such relationships, GP VIII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VIII. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VIII.

4. This report on Form 4 is jointly filed by OrbiMed Advisors and GP VIII. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1943, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

	/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC	04/28/2026
	/s/ Carl L. Gordon, Member of OrbiMed Capital GP VIII LLC	04/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did OrbiMed-related entities buy in Traw Pharma (TRAW) according to this Form 4?

OrbiMed Private Investments VIII LP indirectly acquired 597,729 Traw Pharma common shares at $1.67 and Series A, B and C warrants for up to 2,988,645 shares at a $1.673 exercise price, all through a private placement that closed on April 16, 2026.

How many Traw Pharma (TRAW) shares do the OrbiMed-affiliated entities report after the transaction?

After the reported purchases, the OrbiMed-affiliated filers report indirect ownership of 1,203,250 Traw Pharma common shares. These holdings are attributed to OrbiMed Private Investments VIII LP, with OrbiMed Capital GP VIII LLC and OrbiMed Advisors LLC potentially sharing voting and investment power through their control relationships.

What are the key terms of the Traw Pharma (TRAW) warrants bought by OrbiMed-linked funds?

The entities acquired Series A, B and C warrants to purchase up to 2,988,645 Traw Pharma common shares. The warrants carry an exercise price of $1.673 per share and are exercisable under conditions described in Traw Pharma’s Current Report on Form 8-K filed on April 15, 2026.

Were the Traw Pharma (TRAW) purchases by OrbiMed entities open-market or private transactions?

Although coded as purchases, the filing explains they occurred under a securities purchase agreement in a private placement that closed on April 16, 2026. Traw Pharma issued common stock and Series A, B and C warrants directly to investors, including the OrbiMed-affiliated fund.

Who is the actual holder of the Traw Pharma (TRAW) securities reported by OrbiMed entities?

The securities are held of record by OrbiMed Private Investments VIII LP. OrbiMed Capital GP VIII LLC is its general partner and OrbiMed Advisors LLC manages GP VIII. The reporting persons may be deemed to share power but disclaim beneficial ownership beyond their pecuniary interest.

Do OrbiMed Advisors and related entities claim full beneficial ownership of their Traw Pharma (TRAW) position?

No. The filing states OrbiMed Advisors and OrbiMed Capital GP VIII LLC jointly file the report but each disclaims beneficial ownership of the Traw Pharma securities, except to the extent of any pecuniary interest, and clarifies this is not an admission of beneficial ownership under Section 16.