Ayrton Capital LLC and related investors report a 4.29% beneficial stake in Traws Pharma, Inc. common stock. The filing shows Ayrton Capital, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri collectively beneficially owning 342,935 shares as of December 31, 2025.
The position consists of 342,935 shares of common stock issuable upon exercise of warrants that are subject to a 9.99% beneficial ownership blocker. The 4.29% figure is based on 7,990,867 Traws Pharma shares outstanding as of November 10, 2025.
The investors report sole voting and dispositive power over these shares and certify that the securities were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of Traws Pharma.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Traws Pharma, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
68232V884
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
68232V884
1
Names of Reporting Persons
Ayrton Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
342,935.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
342,935.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
342,935.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.29 %
12
Type of Reporting Person (See Instructions)
IA, CO
SCHEDULE 13G
CUSIP No.
68232V884
1
Names of Reporting Persons
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
342,935.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
342,935.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
342,935.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.29 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
68232V884
1
Names of Reporting Persons
Waqas Khatri
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
342,935.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
342,935.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
342,935.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.29 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Traws Pharma, INC.
(b)
Address of issuer's principal executive offices:
150 N. Sykes Creek Parkway, Suite 200, Newton, PA, 18940
Item 2.
(a)
Name of person filing:
Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)
Address or principal business office or, if none, residence:
(i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)
Citizenship:
(i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)
Title of class of securities:
Common Stock, $0.01 par value
(e)
CUSIP No.:
68232V884
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Ayrton Capital LLC: 342,935 ; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 342,935 ; and (iii) Waqas Khatri: 342,935 . Represents (i) 342,935 shares of Common Stock issuable on the exercise of certain warrants (the "Warrants") held by the Reporting Persons. The issuable shares of Common Stock related to the exercise of the Warrants are subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of Traws Pharma, Inc. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)
Percent of class:
The percentages below are based on (i) 7,990,867 shares of Common Stock of the Issuer that were outstanding as of November 10, 2025. The amount of shares outstanding was based upon a statement in the Issuer's Form 10-Q filed on November 13, 2025. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of December 31, 2025. (i) Ayrton Capital LLC: 4.29%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 4.29%; and (iii) Waqas Khatri: 4.29%.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Ayrton Capital LLC
Signature:
/s/ Waqas Khatri
Name/Title:
Waqas Khatri / Managing Member
Date:
02/11/2026
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
How large is Ayrton Capital’s reported stake in Traws Pharma (TRAW)?
Ayrton Capital and related reporting persons disclose beneficial ownership of 342,935 Traws Pharma common shares, all issuable upon exercise of warrants. This stake represents 4.29% of the company’s common stock, based on 7,990,867 shares outstanding as of November 10, 2025.
Who are the reporting persons in the Traws Pharma (TRAW) Schedule 13G/A?
The Schedule 13G/A lists Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri as reporting persons. Ayrton Capital is the investment manager to the fund, and Khatri serves as managing member of Ayrton and as a director of the fund.
What type of Traws Pharma (TRAW) securities are reported in this filing?
The filing covers Traws Pharma common stock, $0.01 par value, tied to warrants. The 342,935 reported shares are issuable upon exercise of certain warrants, which are subject to a 9.99% beneficial ownership blocker limiting how much can be exercised at any time.
What is the 9.99% beneficial ownership blocker mentioned for Traws Pharma (TRAW)?
The 9.99% beneficial ownership blocker limits warrant exercises so the reporting persons’ beneficial ownership cannot exceed 9.99% of Traws Pharma’s outstanding common stock. This constraint affects how many underlying shares from the warrants can be acquired at any given time.
As of what dates are Traws Pharma (TRAW) share counts and holdings measured?
Reported holdings of 342,935 shares are as of December 31, 2025. The 4.29% ownership percentage is calculated using 7,990,867 Traws Pharma common shares outstanding as of November 10, 2025, as stated in the company’s Form 10-Q filed November 13, 2025.
Do Ayrton Capital and related parties seek control of Traws Pharma (TRAW)?
The reporting persons certify that the securities were acquired and are held in the ordinary course of business. They state they were not acquired and are not held for the purpose of changing or influencing control of Traws Pharma, consistent with a passive Schedule 13G filing.
