Traws Pharma, Inc._March 31, 2026

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒

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

For the quarterly period ended March 31, 2026

☐

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

Commission file number: 001-36020

Traws Pharma, Inc.

(Exact name of registrant as specified in its charter)


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

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

Registrant’s telephone number, including area code: (267) 759-3680

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ⌧ No

The number of outstanding shares of the registrant’s Common Stock, par value $0.01 per share, as of May 12, 2026 was 15,150,669.

Table of Contents

TRAWS PHARMA, INC.

TABLE OF CONTENTS FOR QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2026


	Page
PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)	3
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Comprehensive (Loss) Income	5
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit	6
Condensed Consolidated Statements of Cash Flows	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	32
Item 4. Controls and Procedures	32

PART II — OTHER INFORMATION

Item 1. Legal Proceedings	32
Item 1A. Risk Factors	33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3. Defaults Upon Senior Securities	34
Item 4. Mine Safety Disclosures	34
Item 5. Other Information	34
Item 6. Exhibits	35
SIGNATURES	36

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Traws Pharma, Inc.

Condensed Consolidated Balance Sheets

(unaudited)


	March 31,		December 31,
	2026		2025
Assets
Current assets:
Cash and cash equivalents	$	3,133,000	$	3,820,000
Tax incentive and other receivables		1,687,000		3,794,000
Prepaid expenses and other assets		845,000		365,000
Total current assets		5,665,000		7,979,000
Property and equipment, net		6,000		7,000
Intangible assets, net		2,484,000		2,527,000
Other assets		1,000		104,000
Total assets	$	8,156,000	$	10,617,000
Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	7,665,000	$	5,653,000
Accrued expenses and other liabilities		5,543,000		5,493,000
Total current liabilities		13,208,000		11,146,000
Warrant liabilities		259,000		100,000
Total liabilities		13,467,000		11,246,000

Commitments and contingencies (Note 5)

Stockholders’ deficit:
Series C Preferred stock, $0.01 par value, 5,000,000 shares authorized, 7,440 shares issued and 6,737 shares outstanding at March 31, 2026 and December 31, 2025		—		—
Common stock, $0.01 par value, 250,000,000 shares authorized, 10,162,587 and 9,067,774 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		101,000		90,000
Additional paid-in capital		641,681,000		639,259,000
Accumulated deficit		(647,091,000)		(639,984,000)
Accumulated other comprehensive (loss) income		(2,000)		6,000
Total stockholders’ deficit		(5,311,000)		(629,000)
Total liabilities and stockholders’ deficit	$	8,156,000	$	10,617,000

See accompanying notes to condensed consolidated financial statements.

Table of Contents

Traws Pharma, Inc.

Condensed Consolidated Statements of Operations (unaudited)


	Three Months Ended March 31,
	2026		2025
Revenue	$	—	$	57,000
Operating expenses:
Research and development		4,912,000		2,506,000
General and administrative		2,034,000		2,754,000
Total operating expenses		6,946,000		5,260,000
Loss from operations		(6,946,000)		(5,203,000)
Change in fair value of warrant liability		(159,000)		26,513,000
Other income, net		(2,000)		180,000
Net (loss) income	$	(7,107,000)	$	21,490,000
Net (loss) income attributable to common stockholders, basic and diluted	$	(5,692,000)	$	15,083,000
Weighted-average shares of common stock outstanding, basic		10,640,625		6,965,927
Net (loss) income per share of common stock, basic	$	(0.53)	$	2.17
Weighted-average shares of common stock outstanding, diluted		10,640,625		7,215,125
Net (loss) income per share of common stock, diluted	$	(0.53)	$	2.09
Net (loss) income attributable to Series C Preferred stockholders, basic and diluted	$	(1,415,000)	$	6,407,000
Weighted-average shares of Series C Preferred outstanding, basic and diluted		6,737

SEC Form 10-Q filed by Traws Pharma Inc.