Traws Pharma, Inc._December 31, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)


(Mark one)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-36020

Traws Pharma, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	22-3627252 (I.R.S. Employer Identification No.)

12 Penns Trail, Newtown, PA (Address of principal executive offices)	18940 (Zip Code)

(267) 759-3680

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	TRAW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

		Page
PART III
Item 10	Directors, Executive Officers and Corporate Governance	1
Item 11	Executive Compensation	12
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13	Certain Relationships and Related Transactions, and Director Independence	24
Item 14	Principal Accountant Fees and Services	26
PART IV
Item 15	Exhibits and Financial Statement Schedules	26


Name	Age	Position(s) with Traws Pharma, Inc.	Served as Director From
Iain Dukes, D. Phil.	66	Director, Interim Chief Executive Officer and Secretary	2024
Jack E. Stover	72	Chairman	2016
Werner Cautreels, Ph.D.	72	Director	2024
Nikolay Savchuk, Ph.D.	56	Director and Chief Operating Officer	2024
Trafford Clarke, Ph.D.	67	Director	2022
M. Teresa Shoemaker	64	Director	2020


				Stock	Option	All Other
		Salary	Bonus	Awards	Awards	Compensation	Total
Name and Principal Position	Year	($)	($)(1)	($)(2)	($)(3)	($)(4)	($)
Werner Cautreels, Ph.D. (5)	2024	445,769	-	200,000	-	1,813	647,582
Former Chief Executive Officer	2023	-	-	-	-	-	-

Steven M. Fruchtman, M.D. (6)	2024	332,887	-	-	-	77,113	410,000
Former President and Chief Executive Officer	2023	660,894	227,391	50,613	131,662	36,187	1,106,747

Mark P. Guerin (7)	2024	520,849	-	-	-	41,898	562,747
Former Chief Financial Officer and Chief Operating Officer	2023	500,688	137,809	18,980	50,247	36,985	744,709

Victor Moyo, M.D. (8)	2024	453,107	-	-	-	25,329	478,436
Chief Medical Officer - Oncology	2023	103,846	113,990	-	78,616	108,226	404,678


⁽¹⁾	Represents discretionary annual bonus amounts earned in the year reported herein.

⁽²⁾	The amounts shown for 2024 and 2023 represent the aggregate grant date fair value related to the grant of restricted stock units (“RSUs”) to our named executive officers in fiscal 2024 and 2023. Aggregate grant date fair value is calculated in accordance with FASB ASC Topic 718 (excluding the effect of any estimate of future forfeitures). Additional information concerning our financial reporting of RSUs is presented in Note 8 to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2024. See the “Outstanding Equity Awards at 2024 Fiscal Year-End” table below for additional details regarding the RSUs that were granted to our named executive officers in fiscal 2024.

⁽³⁾	The amounts shown for 2024 and 2023 represent the aggregate grant date fair value related to the grant of non-qualified stock options to our named executive officers in fiscal 2024 and 2023. Aggregate grant date fair value is calculated in accordance with FASB ASC Topic 718 (excluding the effect of any estimate of future forfeitures). Additional information concerning our financial reporting of stock options is presented in Note 8 to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2024. See the “Outstanding

	Equity Awards at 2024 Fiscal Year-End” table below for additional details regarding the non-qualified stock options that were granted to our named executive officers in fiscal 2024.

⁽⁴⁾	Includes amounts paid for insurance premiums and unreimbursed medical expenses on behalf of the named executive officer and matching funds paid pursuant to our 401(k) Plan. For Dr. Fruchtman in 2024, also includes $52,946 of paid time off. For Dr. Moyo in 2023, also includes $103,950 of consulting payments prior to his employment.

⁽⁵⁾	Dr. Cautreels was appointed as Chief Executive Officer of the Company on April 1, 2024 in connection with closing of our acquisition of Trawsfynydd. Subsequent to the end of fiscal 2024, effective March 31, 2025, he retired and resigned from his role as Chief Executive Officer of the Company. He continues to serve as a member of our Board of Directors.

⁽⁶⁾	Dr. Fruchtman served as President and Chief Executive Officer of the Company prior to our acquisition of Trawsfynydd. On April 1, 2024, in connection with the acquisition, he resigned from his position as Chief Executive Officer of the Company, retained his position as President of the Company and was appointed as Chief Scientific Officer, Oncology. Dr. Fruchtman resigned from his positions as President and Chief Scientific Officer of the Company on June 17, 2024.

⁽⁷⁾	Mr. Guerin served as Chief Operating Officer and Chief Financial Officer of the Company prior to our acquisition of Trawsfynydd. On April 1, 2024, in connection with the acquisition, Mr. Guerin resigned from his position as Chief Operating Officer, but retained his position as Chief Financial Officer of the Company. Subsequent to the end of fiscal 2024, effective February 5, 2025, he resigned from his role as Chief Financial Officer of the Company.

⁽⁸⁾	Dr. Moyo was appointed as the Company’s Chief Medical Officer, Oncology on April 12, 2024, prior to which he served as Chief Medical Officer of the Company.


	Option Awards					Stock Awards
									Equity Incentive		Equity Incentive
									Plan Awards:		Plan Awards:
	Number of		Number of			Number of		Market Value	Number of		Market or Payout
	Securities		Securities			Shares or		of Shares or	Unearned		Value of
	Underlying		Underlying			Units of		Units of	Shares,		Unearned Shares,
	Unexercised		Unexercised	Option		Stock That		Stock That	Units or Other		Units or Other
	Options		Options	Exercise	Option	Have Not		Have Not	Rights That		Rights That Have
	Exercisable		Unexercisable	Price	Expiration	Vested		Vested	Have Not Vested		Not Vested
Name(1)	(#)		(#)	($)	Date	(#)		($)	(#)		($)
Cautreels						8,000	(2)	200,000
Guerin	1		—	130,500.00	4/16/2025
	1		—	83,250.00	9/25/2025
	1		—	36,562.50	1/26/2026
	1		—	36,562.50	1/26/2026
	1		—	18,225.00	9/1/2026
	2		—	18,225.00	9/1/2026
	1		—	14,906.25	12/15/2026
	4		—	15,187.50	1/17/2027
	6		—	8,437.50	1/3/2028
	69		—	2,587.50	7/26/2028
	174		—	116.25	12/20/2029
	1,448	(3)	—		7/9/2030
	803	(3)	—		2/17/2031
	1,710		—	129.75	8/2/2031
	2,346	(4)	138	45.50	2/7/2032
	1,675	(4)	335	33.25	6/10/2032
	1,844	(4)	1,316	18.25	3/13/2033
									322	(5)	2,711
									1,190	(6)	32,539
Moyo	1,459	(7)	3,541	17.79	10/2/2033


	Fees Earned or	Stock Option	All Other
Name	Paid in Cash ($)	Awards ($) (1) (2)	Compensation ($)	Total ($)
Peter Atadja, Ph.D. (3)	26,000	—	—	26,000
Jerome E. Groopman, M.D. (3)	11,000	—	—	11,000
Viren Mehta, Pharm.D. (3)	25,750	—	—	25,750
James J. Marino (4)	82,500	—	—	82,500
Luba Greenwood (5)	—	166,293	—	166,293
Trafford Clarke, Ph.D.	45,000	58,991	—	103,991
M. Teresa Shoemaker	59,000	58,991	—	117,991
Jack E. Stover	117,500	108,991	—	226,491


	Number of Shares	Percentage of Shares
Name and Address of Beneficial Owner	Beneficially Owned	Beneficially Owned
5% or greater stockholders:
Viriom, Inc. (1)	605,531	11.4	%
OrbiMed Advisors LLC (2)	760,824	14.3	%
Perceptive Advisors LLC (3)	386,555	7.2	%
Directors, Director Nominees and Named Executive Officers:
Iain Dukes, D. Phil. (4)	233,308	4.3	%
Werner Cautreels, Ph.D. (5)	98,348	1.8	%
Trafford Clarke, Ph.D. (6)	5,326	*
Nikolay Savchuk, Ph.D. (7)	659,294	11.5	%
M. Teresa Shoemaker (8)	5,973	*
Jack E. Stover (9)	19,283	*
Steven M. Fruchtman, M.D. (10)	2,992	*
Mark P. Guerin (11)	11,195	*
Victor Moyo, M.D. (12)	2,084	*
All current executive officers and directors as a group (10 persons) (13)	1,064,871	17.7	%


						Number of Shares
	Number of Shares to					Remaining Available
	be Issued Upon		Weighted-Average			for Future Issuance
	Exercise of		Exercise Price of			Under the Equity
	Outstanding		Outstanding			Compensation Plan
	Options,		Options,			(Excluding Shares in
Plan Category	Warrants and Rights		Warrants and Rights			First Column)
Equity compensation plans approved by stockholders	119,523	(1)	$	40.19	(2)	296,400	(3)
Equity compensation plans not approved by stockholders	386,747	(4)	$	1.24	(2)	—
Total	506,270					296,400


Fee Category	Fiscal 2024		Fiscal 2023
Audit Fees(1)	$	720,000	$	326,000
Audit-Related Fees(2)		—		—
Tax Fees(3)		—		—
Total Fees	$	720,000	$	326,000


Exhibit Number		Exhibit Description
31.3#		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4#		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
101.INS †		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH†		Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents.
104 †		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments)


Date: April 30, 2025
	Traws Pharma, Inc.

	By:	/s/ Iain Dukes, D. Phil
		Iain Dukes, D. Phil Interim Chief Executive Officer


Signature	Title	Date

/s/ Iain Dukes, D. Phil	Interim Chief Executive Officer and Director (Principal Executive Officer)	April 30, 2025
Iain Dukes, D. Phil

/s/ Nora Brennan	Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 30, 2025
Nora Brennan

/s/ Jack E. Stover	Chairman, Board of Directors	April 30, 2025
Jack E. Stover	Chairman, Board of Directors

/s/ Nikolay Savchuk, PH.D.	Director	April 30, 2025
Nikolay Savchuk, Ph.D.	Director

/s/ Trafford Clarke, PH.D.	Director	April 30, 2025
Trafford Clarke, Ph.D.	Director

/s/ Mary Teresa Shoemaker	Director	April 30, 2025
Mary Teresa Shoemaker	Director

/s/ Werner Cautreels, Ph.D.	Director	April 30, 2025
Werner Cautreels, Ph.D.	Director

Amendment: SEC Form 10-K/A filed by Traws Pharma Inc.