Traws Pharma, Inc. reports that Perceptive Advisors and related parties hold an aggregate 6.1% stake via 979,815 warrants exercisable into Common Stock. The ownership percentage is calculated using 15,150,669 shares outstanding as of April 24, 2026. The Warrants are exercisable subject to the Beneficial Ownership Limitation, which prevents exercise if doing so would increase beneficial ownership above 9.99%.
Positive
None.
Negative
None.
Insights
Perceptive reports a constrained warrant-based stake of 979,815 shares (6.1%).
The filing shows the Master Fund directly holds 979,815 Warrants immediately exercisable into Common Stock; the percentage uses the issuer's stated outstanding share count of 15,150,669 as of April 24, 2026. The exercise right is explicitly limited by the "Beneficial Ownership Limitation".
Cash‑flow treatment and timing of any exercise are not specified in the excerpt; subsequent filings would disclose exercises or conversions. The magnitude (6.1%): a notable position but described here as warrant-based and subject to ownership caps.
Key Figures
Warrants held:979,815 warrantsOwnership percentage:6.1%Shares outstanding used:15,150,669 shares+1 more
4 metrics
Warrants held979,815 warrantsMaster Fund directly holds warrants immediately exercisable into Common Stock
Ownership percentage6.1%Percent of Common Stock based on outstanding shares as of <date>April 24, 2026</date>
Shares outstanding used15,150,669 sharesOutstanding Common Stock as of <date>April 24, 2026</date> (source: issuer Form 10-K/A)
"The terms of the Warrants provide that the Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own...9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Warrantsfinancial
"The Master Fund directly holds 979,815 Warrants immediately exercisable for shares of Common Stock"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Section 13(d)regulatory
"beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Traws Pharma, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
68232V884
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
68232V884
1
Names of Reporting Persons
Perceptive Advisors 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
0.00
6
Shared Voting Power
979,815.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
979,815.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
979,815.00
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)
6.1 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
68232V884
1
Names of Reporting Persons
Joseph Edelman
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
0.00
6
Shared Voting Power
979,815.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
979,815.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
979,815.00
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)
6.1 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
68232V884
1
Names of Reporting Persons
Perceptive Life Sciences Master Fund, Ltd.
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
0.00
6
Shared Voting Power
979,815.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
979,815.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
979,815.00
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)
6.1 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Traws Pharma, Inc.
(b)
Address of issuer's principal executive offices:
12 Penns Trail, Newtown, PA 18940
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") with respect to shares of Common Stock, par value $0.01 per share (the "Common Stock") of Traws Pharma, Inc. (the "Issuer") are:
(i) Perceptive Advisors LLC ("Perceptive Advisors")
(ii) Joseph Edelman ("Mr. Edelman")
(iii) Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund")
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor, New York, NY 10003
(c)
Citizenship:
Perceptive Advisors is a Delaware limited liability company.
Mr. Edelman is a United States citizen.
The Master Fund is a Cayman Islands corporation.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(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:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 of the cover pages to this Schedule 13G. The ownership percentages reported are based on 15,150,669 shares of Common Stock outstanding as of April 24, 2026, as reported in the Issuer's Form 10-K/A filed with the Securities and Exchange Commission on April 30, 2026, and give effect to the exercise of the Warrants (as defined below).
Neither Perceptive Advisors nor Mr. Edelman directly hold any shares of Common Stock or Warrants. The Master Fund directly holds 979,815 Warrants immediately exercisable for shares of Common Stock, subject to the Beneficial Ownership Limitation (as defined below). The terms of the Warrants provide that the Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) if the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock then issued and outstanding (the "Beneficial Ownership Limitation"). As of the date hereof, the Beneficial Ownership Limitation permits the Reporting Persons to exercise the Warrants for an aggregate of 979,815 shares of Common Stock. Perceptive Advisors serves as the investment manager to the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors.
(b)
Percent of class:
Perceptive Advisors: 6.1%
Mr. Edelman: 6.1%
Master Fund: 6.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(ii) Shared power to vote or to direct the vote:
Perceptive Advisors: 979,815
Mr. Edelman: 979,815
Master Fund: 979,815
(iii) Sole power to dispose or to direct the disposition of:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(iv) Shared power to dispose or to direct the disposition of:
Perceptive Advisors: 979,815
Mr. Edelman: 979,815
Master Fund: 979,815
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
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 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.
Perceptive Advisors and affiliates hold a 6.1% stake based on 979,815 warrants. The percentage uses 15,150,669 shares outstanding as of April 24, 2026 and reflects exercisable warrants.
Are the reported holdings actual shares or warrants for TRAW?
The filing shows the Master Fund directly holds 979,815 Warrants that are immediately exercisable into Common Stock. Neither Perceptive Advisors nor Mr. Edelman directly hold common shares.
Does the filing limit how many warrants can be exercised?
Yes. The Warrants include a Beneficial Ownership Limitation preventing exercise if exercise would raise ownership above 9.99%. The limitation currently permits exercise for 979,815 shares.
What share count did the filing use to compute the percentage?
The percentage is based on 15,150,669 shares outstanding as of April 24, 2026, as reported in the issuer's Form 10-K/A filed April 30, 2026, and giving effect to the Warrants.
Who controls the voting or disposition of the warrants reported?
The filing indicates shared voting and dispositive power over the 979,815 warrants for Perceptive Advisors, Mr. Edelman, and the Master Fund; sole voting and dispositive power are reported as 0.
