Schedule 13G filed for Traws Pharma, Inc. (TRAW) reports that Squadron Master Fund LP holds 372,374 shares (5.3%) and that Squadron Capital Management LLC and principals Matthew Sesterhenn and William Blank each report 420,501 shares (6.0%) based on 7,063,829 shares outstanding as of August 12, 2025. The filing states the shares are held by funds advised by Squadron Capital and that the adviser and the named partners disclaim beneficial ownership under Rule 13d-4. No party reports sole voting or dispositive power; all reported holdings are shared.
Positive
Institutional stake disclosed: Squadron Master Fund LP reports a 5.3% stake and related parties report 6.0%, crossing the 5% SEC reporting threshold
Transparency: The filing provides clear share counts and percentages based on the issuer's stated outstanding shares
Negative
No sole voting or dispositive power: All reported shares are listed as shared, indicating limited direct control by the filers
Disclaimer of beneficial ownership: Squadron Capital Management LLC and the named partners expressly disclaim beneficial ownership under Rule 13d-4, which may limit the perceived intent to influence control
Insights
TL;DR: A fund and its adviser disclosed stakes above 5%, potentially attracting investor attention but without asserted control.
The filing shows institutional accumulation: Squadron Master Fund LP owns 5.3% and related adviser and partners each report 6.0% of Traws Pharma, based on the issuer's outstanding share count. Stakes above 5% are material and may prompt market scrutiny or activist interest, yet the disclaimer under Rule 13d-4 and the absence of sole voting/dispositive power indicate the filers are not asserting control. For valuation or trading impact, market reaction will depend on additional context such as prior ownership disclosures and any subsequent filings.
TL;DR: Reported holdings exceed the 5% reporting threshold but the filers disclaim beneficial ownership and report only shared powers.
From a governance perspective, the disclosure is significant because ownership above 5% requires transparency on intentions and potential influence. However, the explicit Rule 13d-4 disclaimer and the lack of sole voting or dispositive power suggest the filers are signaling no attempt to change control. This maintains the status quo for board and management oversight unless follow-on filings reveal coordination or changes in voting arrangements.
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 $.01 per share
(Title of Class of Securities)
68232V884
(CUSIP Number)
09/12/2025
(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
372,374.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
372,374.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
372,374.00
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)
5.3 %
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
420,501.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
420,501.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
420,501.00
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)
6.0 %
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
420,501.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
420,501.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
420,501.00
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)
6.0 %
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
420,501.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
420,501.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
420,501.00
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)
6.0 %
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 - 372,374 shares
Squadron Capital Management, LLC - 420,501 shares
Matthew Sesterhenn - 420,501 shares
William Blank - 420,501 shares
(b)
Percent of class:
Ownership percentage is based on 7,063,829 shares of common stock, par value $0.01 per share, outstanding as of August 12, 2025, as represented by the Issuer in the Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025.
Squadron Master Fund LP - 5.3%
Squadron Capital Management, LLC - 6.0%
Matthew Sesterhenn - 6.0%
William Blank - 6.0%
(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 - 372,374 shares
Squadron Capital Management, LLC - 420,501 shares
Matthew Sesterhenn - 420,501 shares
William Blank - 420,501 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 - 372,374 shares
Squadron Capital Management, LLC - 420,501 shares
Matthew Sesterhenn - 420,501 shares
William Blank - 420,501 shares
Item 5.
Ownership of 5 Percent or Less of a Class.
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 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
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