Traws Pharma, Inc. received an updated ownership report showing that investment entities affiliated with Squadron Capital Management have a significant passive stake. Squadron Master Fund LP and related parties report beneficial ownership of 713,540 shares of common stock, representing 8.9% of the company.
The percentage is based on 7,990,867 shares outstanding as of November 10, 2025, as cited from Traws Pharma’s Form 10-Q. The Squadron funds hold shared voting and dispositive power over all reported shares, while Squadron Capital, Matthew Sesterhenn, and William Blank may be deemed beneficial owners but expressly disclaim such ownership. The filing is certified as a passive investment made in the ordinary course of business, without the purpose or effect of 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. 2)
Traws Pharma, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(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
Squadron Master Fund LP
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
713,540.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
713,540.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
713,540.00
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)
8.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
68232V884
1
Names of Reporting Persons
Squadron Capital Management 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
713,540.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
713,540.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
713,540.00
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)
8.9 %
12
Type of Reporting Person (See Instructions)
IA, HC
SCHEDULE 13G
CUSIP No.
68232V884
1
Names of Reporting Persons
Matthew Sesterhenn
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
713,540.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
713,540.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
713,540.00
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)
8.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
68232V884
1
Names of Reporting Persons
William Blank
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
713,540.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
713,540.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
713,540.00
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)
8.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Traws Pharma, Inc.
(b)
Address of issuer's principal executive offices:
12 PENNS TRAIL, NEWTOWN, PENNSYLVANIA, 18940.
Item 2.
(a)
Name of person filing:
Squadron Master Fund LP
Squadron Capital Management, LLC
Matthew Sesterhenn
William Blank
(b)
Address or principal business office or, if none, residence:
Squadron Master Fund LP
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
Matthew Sesterhenn
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
William Blank
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
(c)
Citizenship:
Squadron Master Fund LP - Delaware
Squadron Capital Management, LLC - Delaware
Matthew Sesterhenn - United States
William Blank - United States
(d)
Title of class of securities:
Common Stock, par value $.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:
Squadron Capital Management, LLC is an investment adviser that is registered as an Exempt Reporting Adviser with the Securities and Exchange Commission. Squadron Capital Management, LLC, which serves as investment adviser to private funds, including but not limited to Squadron Master Fund LP (collectively, the "Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Mr. Sesterhenn and Mr. Blank, as Partners of Squadron Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Squadron Capital Management, LLC and Mr. Sesterhenn and Mr. Blank expressly disclaim beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Squadron Capital Management, LLC or Mr. Sesterhenn and Mr. Blank are the beneficial owner of any of the securities reported herein.
Squadron Master Fund LP - 713,540 shares
Squadron Capital Management, LLC - 713,540 shares
Matthew Sesterhenn - 713,540 shares
William Blank - 713,540 shares
(b)
Percent of class:
Ownership percentage is based on 7,990,867 shares of common stock, par value $0.01 per share, outstanding as of November 10, 2025, as represented by the Issuer in the Form 10-Q filed with the Securities and Exchange Commission on November 14, 2025.
Squadron Master Fund LP - 8.9%
Squadron Capital Management, LLC - 8.9%
Matthew Sesterhenn - 8.9%
William Blank - 8.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
Matthew Sesterhenn - 0
William Blank - 0
(ii) Shared power to vote or to direct the vote:
Squadron Master Fund LP - 713,540 shares
Squadron Capital Management, LLC - 713,540 shares
Matthew Sesterhenn - 713,540 shares
William Blank - 713,540 shares
(iii) Sole power to dispose or to direct the disposition of:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
Matthew Sesterhenn - 0
William Blank - 0
(iv) Shared power to dispose or to direct the disposition of:
Squadron Master Fund LP - 713,540 shares
Squadron Capital Management, LLC - 713,540 shares
Matthew Sesterhenn - 713,540 shares
William Blank - 713,540 shares
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Notes above.
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.
Squadron Master Fund LP
Signature:
/s/ Matthew Sesterhenn
Name/Title:
Partner, Squadron Partners LLC, its General Partner
What ownership stake in Traws Pharma (TRAW) does Squadron Master Fund report?
Squadron Master Fund LP reports beneficial ownership of 713,540 Traws Pharma shares. This represents 8.9% of the common stock, based on 7,990,867 shares outstanding as of November 10, 2025, as cited from the company’s Form 10-Q filing.
Who are the reporting persons in the Traws Pharma (TRAW) Schedule 13G/A?
The reporting persons are Squadron Master Fund LP, Squadron Capital Management LLC, Matthew Sesterhenn, and William Blank. Squadron Capital advises the funds holding the shares, and Sesterhenn and Blank are partners who may be deemed beneficial owners but formally disclaim such ownership.
How much of Traws Pharma’s (TRAW) stock is used to calculate the 8.9% ownership?
The 8.9% ownership is calculated using 7,990,867 Traws Pharma common shares outstanding. This share count is taken from Traws Pharma’s Form 10-Q, which states the number of common shares outstanding as of November 10, 2025, providing the denominator for the reported percentage.
Do the Squadron entities have voting and dispositive power over Traws Pharma (TRAW) shares?
The Squadron entities report shared voting and shared dispositive power over 713,540 Traws Pharma shares. Each reporting person lists zero sole voting and dispositive power but 713,540 shares of shared power, reflecting coordinated control over voting and potential sale of these shares.
Is the Squadron position in Traws Pharma (TRAW) considered a passive investment?
The filing characterizes the Squadron position as a passive investment. It certifies the securities were acquired and are held in the ordinary course of business, not for changing or influencing control of Traws Pharma, and not in connection with any control-related transaction.
Who ultimately benefits from dividends and sale proceeds of Traws Pharma (TRAW) shares held by Squadron?
The funds advised by Squadron Capital have the right to receive dividends and sale proceeds. The filing states that these private funds are entitled to dividends or proceeds from the 713,540 common shares, while the adviser and individuals may be deemed owners but disclaim beneficial ownership.
