UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 1412, 2025

Traws Pharma, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		001-36020		22-3627252
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

12 Penns Trail

Newtown, PA 18940

(267) 759-3680

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive
Offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 85.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 14 12, 2025, the Compensation Committee of the Board of Directors of Traws Pharma, Inc. (the “Company”) ~~issued~~approved athe ~~press~~grant ~~release~~of options to purchase shares of Company common stock (collectively, the “~~Press Release~~Options”) ~~announcing~~to the ~~dosing~~Company’s ofexecutive officers, as follows: 64,839 Options to Iain Dukes, the ~~first~~Company’s ~~subject~~Chief inExecutive ~~its~~Officer; ~~Phase~~32,406 2Options ~~study~~to Charles Parker, the Company’s Chief Financial Officer; 32,406 Options to ~~evaluate~~C. ~~ratutrelvir~~David Pauza, athe ~~ritonavir-free~~Company’s ~~treatment~~Chief Science Officer, inVirology; ~~newly~~32,406 ~~diagnosed~~Options ~~COVID~~to ~~subjects~~Robert Redfield, the Company’s Chief Medical Officer; and 22,435 Options to Nikolay Savchuk, the Company’s Chief Operating Officer. AThe ~~copy~~Options have an exercise price of ~~the~~$3.01 ~~Press~~per ~~Release~~share is(the ~~filed~~closing asprice ~~Exhibit 99.1~~of tothe ~~this~~Company’s ~~Current~~common ~~Report~~stock on ~~Form 8-K~~October ~~(this~~10, ~~“Current Report”~~2025), have a ten year term, and isvest in full on the first anniversary of the grant date, subject to the respective recipient’s continued service to the ~~incorporated~~Company bythrough ~~reference~~the ~~into~~vesting ~~this~~date. ~~Item~~The 8Options were granted under the Company’s Amended and Restated 2021 Incentive Compensation Plan.~~01.~~

~~Forward-Looking Statements~~SIGNATURES

~~This~~Pursuant ~~Current~~to ~~Report,~~the requirements ~~including~~of ~~Exhibit 99.1,~~the ~~contains~~Securities ~~certain~~Exchange ~~forward-looking~~Act ~~statements~~of ~~that involve substantial risks and uncertainties. When used herein~~1934, ~~the~~ ~~terms~~as ~~“anticipates~~amended,” ~~“expects,”~~the ~~“estimates,”~~Registrant ~~“believes,”~~has ~~“will”~~duly ~~and~~caused ~~similar expressions,~~this asreport ~~they relate~~ to ~~the~~be ~~Company~~signed oron its ~~management,~~behalf ~~are~~by ~~intended~~the toundersigned hereunto ~~identify~~duly ~~such forward-looking statements~~authorized.

Forward-looking statements in this Current Report, including Exhibit 99.1, or hereafter, including in other publicly available documents filed with the Securities and Exchange Commission, reports to the stockholders of the Company and other publicly available statements issued or released by the Company involve known and unknown risks, uncertainties and other factors which could cause the Company’s actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the Securities and Exchange Commission, each of which could adversely affect the Company’s business and the accuracy of the forward-looking statements contained herein.

Date: October 17, 2025	TRAWS PHARMA, INC.

	By:	/s/ Iain Dukes
		Iain Dukes
		Chief Executive Officer

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated October 14, 2025.
104		Cover Page Interactive Data File (embedded within the inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 14, 2025	TRAWS PHARMA, INC.
	By:	/s/ Iain Dukes
		Iain Dukes
		Chief Executive Officer

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