Adage Capital Management and its principals have disclosed a significant ownership stake in Traws Pharma, Inc. The group reports beneficial ownership of 730,000 shares of Traws Pharma common stock, representing 9.14% of the outstanding shares based on 7,990,867 shares outstanding as of November 10, 2025.
All 730,000 shares are reported with shared voting and shared dispositive power, and no sole voting or dispositive power. The filers state the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Traws Pharma.
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Insights
Adage and its principals report a passive 9.14% stake in Traws Pharma.
Adage Capital Management, L.P., together with Robert Atchinson and Phillip Gross, reports beneficial ownership of 730,000 Traws Pharma common shares, equal to 9.14% of the company, based on 7,990,867 shares outstanding as of November 10, 2025.
The filing is on Schedule 13G, which is used for passive holdings. The certification states the position was acquired and is held in the ordinary course of business, and not to change or influence control of Traws Pharma, which frames the stake as non-activist.
All reported shares carry shared, not sole, voting and dispositive power. Future ownership updates, if any, would typically appear in amended beneficial ownership reports or in Traws Pharma’s periodic SEC filings, giving investors visibility into whether this large institutional position grows or declines over time.
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)
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
Adage Capital Management, L.P.
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
730,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
730,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
730,000.00
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)
9.14 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
68232V884
1
Names of Reporting Persons
Robert Atchinson
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
730,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
730,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
730,000.00
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)
9.14 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
68232V884
1
Names of Reporting Persons
Phillip Gross
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
730,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
730,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
730,000.00
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)
9.14 %
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, PA 18940
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the shares of common stock, par value $0.01 per share ("Common Stock") of Traws Pharma, Inc., a Delaware corporation (the "Company") directly held by ACP;
(ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the shares of Common Stock directly held by ACP; and
(iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the shares of Common Stock directly held by ACP.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)
Citizenship:
ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(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 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 7,990,867 shares of Common Stock outstanding as of November 10, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 13, 2025.
(b)
Percent of class:
9.14%
(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).
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.
Adage Capital Management, L.P.
Signature:
/s/ Robert Atchinson
Name/Title:
By: Adage Capital Partners LLC, its General Partner, By: Robert Atchinson, its Managing Member
What percentage of Traws Pharma (TRAW) shares does Adage report owning?
Adage Capital Management and its principals report beneficial ownership of 730,000 Traws Pharma common shares, representing 9.14% of the company. This percentage is calculated using 7,990,867 shares outstanding as of November 10, 2025, as disclosed in Traws Pharma’s Form 10-Q.
How many Traws Pharma (TRAW) shares are beneficially owned by the reporting group?
The reporting persons disclose beneficial ownership of 730,000 shares of Traws Pharma common stock. This entire block is reported with shared voting and shared dispositive power, indicating coordinated control over how these shares are voted and potentially sold.
Who are the reporting persons in this Traws Pharma (TRAW) Schedule 13G filing?
The Schedule 13G is filed by Adage Capital Management, L.P., along with individuals Robert Atchinson and Phillip Gross. They are collectively referred to as the reporting persons and report on shares directly held by Adage Capital Partners, L.P.
Is Adage’s 9.14% Traws Pharma (TRAW) stake reported as passive or activist?
The position is reported on Schedule 13G, which is used for passive investments. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Traws Pharma.
What voting and dispositive powers do the reporting persons have over Traws Pharma (TRAW) shares?
The reporting persons disclose 0 shares with sole voting or dispositive power and 730,000 shares with shared voting and shared dispositive power. This means decisions on voting and selling these shares are exercised jointly rather than individually.
On what share count is the 9.14% Traws Pharma (TRAW) ownership based?
The 9.14% ownership figure is based on 7,990,867 Traws Pharma common shares outstanding as of November 10, 2025. That outstanding share number comes from Traws Pharma’s Form 10-Q for the quarter ended September 30, 2025.
