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Traws Pharma, Inc. files a registration on Form S-3 to permit resale by selling stockholders of up to 35,897,514 shares of its common stock. The shares comprise Initial Shares and shares issuable upon exercise of Pre-Funded Warrants and Series A, B and C Warrants.
The prospectus states the company will not receive proceeds from resales by selling stockholders; the company would receive cash only if the Warrants are exercised for cash. The filing notes 15,150,669 shares outstanding as of April 24, 2026 for table calculations and lists listing on NASDAQ under TRAW.
OrbiMed Advisors LLC and OrbiMed Capital GP VIII LLC filed Amendment No. 3 to report beneficial ownership of 1,876,198 Traws Pharma Shares, or 11.9% of the class. This stake includes 1,203,260 Shares held by OrbiMed Private Investments VIII, LP and 672,938 Shares issuable from presently convertible Series C Non-Voting Convertible Preferred Stock.
OPI VIII also holds 96,348 Pre-Funded Warrants, 96,348 2024 Series A Warrants and 2,988,645 2026 Warrants, which are excluded from the 1,876,198-share figure. OrbiMed entities purchased securities in a December 2024 offering and an April 2026 private placement and entered into a support agreement and a registration rights agreement with the issuer.
Traws Pharma, Inc. filed Amendment No. 1 to its Form 10-K for the year ended December 31, 2025 to add Part III information on directors, executive officers, compensation, ownership and related-party matters because a proxy statement will not be filed within 120 days. The amendment does not update prior financial statements or other disclosures.
The filing details board composition, committee memberships, independence determinations, director and executive pay arrangements, equity awards, significant shareholders, related-party R&D and licensing agreements, and auditor fees, while affirming existing governance policies such as the code of conduct and insider trading policy.
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.
Traws Pharma, Inc. is a clinical-stage biopharmaceutical company focused on antivirals for respiratory viral diseases, alongside legacy oncology assets. The company’s lead influenza candidate, tivoxavir marboxil (TXM), showed prolonged plasma exposure after a single dose and strong preclinical activity against H5N1 bird flu in multiple animal models.
Regulators have affirmed that clinical data are required for bird flu approval, and the U.S. IND for TXM is on clinical hold over toxicology concerns, which the company is working to address. Traws is prioritizing TXM as a once-monthly oral prophylactic for influenza and as a single-dose treatment for seasonal and H5N1 flu.
Ratutrelvir, an oral 3CL protease inhibitor for COVID-19, completed a 90‑patient Phase 2a study versus PAXLOVID, with reports of fewer adverse events, no viral rebound, and comparable symptom resolution. Oncology programs narazaciclib and rigosertib have completed or near-complete early studies and are now primarily positioned for partnering. Research and development expenses were $12.1 million in 2025 and $12.8 million in 2024.
Traws Pharma reported 2025 results showing a sharp turnaround to net income of $9.2 million, or $0.83 per basic share, compared with a net loss of $166.5 million in 2024, largely reflecting the absence of prior-year acquired R&D expense and a favorable change in warrant liability.
Revenue rose to $2.8 million from $0.2 million, while R&D and G&A expenses were $12.1 million and $8.5 million, respectively. Cash and cash equivalents were $3.8 million as of December 31 2025. The company completed a private financing of up to $60 million, including $10 million upfront and additional milestone-based warrants, which together with existing cash is expected to fund operations, including a Phase 2a human influenza challenge trial for tivoxavir marboxil, into Q1 2027. Traws also highlighted positive Phase 2a topline data for ratutrelvir in COVID-19.
Traws Pharma, Inc. entered into a private investment in public equity financing, raising approximately $10 million in upfront gross proceeds and issuing common stock or pre‑funded warrants plus three series of common stock warrants. The warrants could provide up to an additional $50 million in gross proceeds if fully exercised for cash.
The financing is priced at $1.6730 per share (or $1.6630 per pre‑funded warrant) and is intended to fund a Phase 2a human challenge trial for the company’s influenza program in the United Kingdom. Series A, B and C warrants cover up to 29,914,595 shares in total and are exercisable upon specified regulatory, shareholder and market milestones.
Parker Charles Nolan reported acquisition or exercise transactions in this Form 4 filing.
Traws Pharma, Inc. Chief Financial Officer Parker Charles Nolan reported multiple equity awards from the company. He received 15,393 restricted stock units that vest 100% on the first anniversary of the grant date. He was also granted stock options for 104,544 shares at $1.60, 61,571 shares at $2.33, and 32,406 shares at $3.01 per share, each vesting in full one year after the respective grant dates.
Traws Pharma, Inc. filed an initial ownership report for Chief Financial Officer Parker Charles Nolan on Form 3. The filing lists Nolan as an officer but shows no reportable transactions or holdings in the summarized data, serving as a baseline disclosure of his insider status.
Traws Pharma, Inc. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the period ended December 31, 2025 and is using Rule 12b-25 to seek a 15-calendar-day extension.
The company cites recurring operating losses and ongoing efforts to secure financing to meet Nasdaq Listing Rule 5550(b)(1), and states KPMG LLP will need time to complete audit procedures after management’s going-concern assessment. The notification is signed and dated March 31, 2026.