[SCHEDULE 13G] Traws Pharma, Inc. Passive Investment Disclosure (>5%)
Sirenia Capital reports 9.9% Traws Pharma stake via warrants
Traws Pharma, Inc. received a disclosure that Sirenia Capital Management LP and Alex Silverstein are reporting beneficial ownership in its common stock through warrants.
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Traws Pharma, Inc. received a disclosure that Sirenia Capital Management LP and Alex Silverstein are reporting beneficial ownership in its common stock through warrants. The Sirenia-managed funds hold Reported Warrants exercisable for 6,565,474 shares of common stock, based on 15,150,669 shares outstanding as of May 18, 2026. The warrants are subject to a 9.99% Blocker, which prevents exercises that would take the Reporting Persons above 9.9% of the outstanding common stock. As a result, they currently cannot exercise all of the Reported Warrants and their actual beneficial ownership is less than the full 6,565,474 shares issuable upon full exercise.
Key Figures
Shares issuable upon exercise of Reported Warrants:6,565,474 sharesBeneficial ownership percentage:9.9%Shares outstanding:15,150,669 shares+1 more
4 metrics
Shares issuable upon exercise of Reported Warrants6,565,474 sharesCommon stock issuable to Sirenia-managed funds upon full exercise of the Reported Warrants
Beneficial ownership percentage9.9%Reported percentage of Traws Pharma common stock beneficially owned by the Reporting Persons
Shares outstanding15,150,669 sharesCommon stock outstanding as of May 18, 2026, used to calculate ownership
Ownership blocker threshold9.99%Maximum beneficial ownership allowed under the 9.99% Blocker in the Reported Warrants
"the Reported Warrants are subject to the 9.99% Blocker"
Reported Warrantsfinancial
"assumes the exercise of the warrants (the "Reported Warrants") held"
beneficial ownerregulatory
"for the purposes of Section 13 of the Securities Exchange Act of 1934 ... the beneficial owner"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerfinancial
"Shared Voting Power 6,565,474.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 6,565,474.00"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in TRAW does Sirenia Capital report on this Schedule 13G?
Sirenia Capital Management and Alex Silverstein report beneficial ownership of up to 9.9% of Traws Pharma’s common stock, calculated against 15,150,669 shares outstanding and assuming exercise of the Reported Warrants, subject to a 9.99% Blocker.
How many TRAW shares are linked to the Sirenia Reported Warrants?
The Sirenia-managed funds hold Reported Warrants exercisable for 6,565,474 shares of Traws Pharma common stock. This figure reflects the number of shares issuable upon full exercise, before applying the 9.99% Blocker limitation on beneficial ownership.
What is the 9.99% Blocker disclosed for TRAW by Sirenia Capital?
The 9.99% Blocker in the Reported Warrants prevents the Reporting Persons from exercising warrants if it would cause them to beneficially own more than 9.99% of Traws Pharma’s outstanding common stock, limiting how many warrant shares they can hold at any time.
Who are the Reporting Persons in the TRAW ownership disclosure?
The Reporting Persons are Sirenia Capital Management LP, which manages the funds holding the Reported Warrants, and Alex Silverstein, who is the managing member of Sirenia Capital Management GP LLC, the general partner of Sirenia, filing jointly regarding Traws Pharma shares.
What role does SILV Fund, Ltd. have in TRAW share ownership?
The filing states that SILV Fund, Ltd. has the right to receive or direct the receipt of dividends or sale proceeds from more than 5% of Traws Pharma’s outstanding common stock, in connection with the securities managed by Sirenia Capital.
How much voting and dispositive power over TRAW shares does Sirenia report?
Sirenia and Alex Silverstein each report 0 sole voting or dispositive power and 6,565,474 shares of shared voting and shared dispositive power, corresponding to the common stock issuable upon exercise of the Reported Warrants, subject to the 9.99% Blocker.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Traws Pharma, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
68232V884
(CUSIP Number)
06/30/2026
(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
Sirenia Capital Management 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
6,565,474.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,565,474.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,565,474.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 6,565,474 shares of Common Stock (as defined in Item 2(a)) issuable upon exercise of the Reported Warrants (as defined in Item 4(a)). As more fully described in Item 4, the Reported Warrants are subject to the 9.99% Blocker (as defined in Item 4(a)) and the percentage set forth on row (11) gives effect to the 9.99% Blocker. However, rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the full exercise of the Reported Warrants and does not give effect to the 9.99% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the 9.99% Blocker, is less than the number of securities reported on rows (6), (8) and (9).
SCHEDULE 13G
CUSIP Number(s):
68232V884
1
Names of Reporting Persons
Alex Silverstein
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
6,565,474.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,565,474.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,565,474.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 6,565,474 shares of Common Stock issuable upon exercise of the Reported Warrants. As more fully described in Item 4, the Reported Warrants are subject to the 9.99% Blocker and the percentage set forth on row (11) gives effect to the 9.99% Blocker. However, rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the full exercise of the Reported Warrants and does not give effect to the 9.99% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the 9.99% Blocker, is less than the number of securities reported on rows (6), (8) and (9).
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:
This statement is filed by:
(i) Sirenia Capital Management LP ("Sirenia") with respect to the common stock, par value $0.01 per share ("Common Stock"), of Traws Pharma, Inc. (the "Issuer") issuable upon exercise of the Reported Warrants held by investment funds it manages, (collectively, the "Sirenia Funds"); and
(ii) Alex Silverstein ("Mr. Silverstein"), the managing member of Sirenia Capital Management GP LLC, the general partner of Sirenia, with respect to the Common Stock issuable upon exercise of the Reported Warrants held by the Sirenia Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934 (the "Act"), the beneficial owner of the securities reported herein.
Sirenia and Mr. Silverstein have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of Sirenia and Mr. Silverstein is 1674 Meridian Avenue, Suite 320, Miami Beach, FL 33139.
(c)
Citizenship:
Sirenia is a Delaware limited partnership. Mr. Silverstein is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP Number(s):
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 Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 15,150,669 shares of Common Stock outstanding as of May 18, 2026, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 29, 2026, and assumes the exercise of the warrants (the "Reported Warrants") held by the Sirenia Funds.
Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise any of the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (the "9.99% Blocker") and the percentage set forth in Row (11) of the cover page for each of the Reporting Persons gives effect to the 9.99% Blocker. Consequently, at this time, the Reporting Persons are not able to exercise all of such Reported Warrants due to the 9.99% Blocker.
(b)
Percent of class:
9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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.
See Item 2(a). SILV Fund, Ltd. has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the outstanding Common Stock.
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 Item 2(a) and Item 3.
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.
Sirenia Capital Management LP
Signature:
/s/ Kolby Loft
Name/Title:
Kolby Loft, General Counsel & Chief Compliance Officer
