Filed Pursuant to Rule 424(b)(3)
Registration No. 333-280642
Prospectus
Traws Pharma, Inc.
128,942,761 Shares
Common Stock
This prospectus relates to the possible resale or other disposition from time to time by the selling stockholders named in this prospectus of up to an aggregate of 128,942,761 shares of our Common Stock, par value $0.01 per share ("Common Stock"), which consist of (i) 496,935 shares of our Common Stock that were issued by us pursuant to that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of April 1, 2024, with TPAV, LLC, an affiliate of Torrey Pines Investment LLC, and OrbiMed Private Investments VIII, LP, an affiliate of OrbiMed Advisors (the "Investors"), (ii) 15,782,120 shares of our Common Stock issuable by us to the Investors upon conversion of 1,578.2120 shares of our Series C Non-Voting Convertible Preferred Stock, par value $0.01 per share, each of which convertible into 10,000 shares of Common Stock ("Series C Preferred Stock") pursuant to the Securities Purchase Agreement, (iii) 3,549,538 shares of our Common Stock that were issued by us pursuant to that certain Agreement and Plan of Merger, dated as of April 1, 2024 (the "Merger Agreement"), with Traws Merger Sub I, Inc. ("First Merger Sub"), Traws Merger Sub II, LLC ("Second Merger Sub"), and Trawsfynydd Therapeutics, Inc. ("Trawsfynydd"), (iv) 103,590,916 shares of our Common Stock issuable by us to the stockholders of Trawsfynydd upon conversion of 10,359.0916 shares of our Series C Preferred Stock pursuant to the Merger Agreement, (v) 168,601 shares of our Common Stock that were issued by us to Tungsten Advisors (through its Broker-Dealer, Finalis Securities LLC) ("Tungsten") for its services as financial advisor in connection with the Merger Agreement, and (vi) 5,354,651 shares of our Common Stock issuable by us to Tungsten upon conversion of 535.46510 shares of our Series C Preferred Stock.
Pursuant to the Merger Agreement, First Merger Sub merged with and into Trawsfynydd, pursuant to which Trawsfynydd was the surviving corporation (the "First Merger"). Immediately following the First Merger, Trawsfynydd merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity and a wholly owned subsidiary of the Company (the "Second Merger" and together with the First Merger, the "Merger"). Following the Merger, Trawsfynydd became our wholly owned subsidiary (the "Trawsfynydd Acquisition").
We agreed to file the registration statement of which this prospectus is a part pursuant to a registration rights agreement, dated as of April 1, 2024, that we entered into in connection with the consummation of the Trawsfynydd Acquisition (the "Registration Rights Agreement"). Additional information with respect to the Registration Rights Agreement is contained in this prospectus under the heading "Selling Stockholders" and in our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2024.
The selling stockholders or their permitted transferees or other successors-in-interest may, but are not required to, sell, transfer, or otherwise dispose of, any or all of the shares of our Common Stock offered by this prospectus at any time and from time to time in a number of different ways, including sales on any stock exchange or in negotiated transactions, and at varying prices, including fixed prices, at prevailing market prices at the time of sale or disposition, at prices related to the prevailing market price, or at negotiated prices. See "Plan of Distribution" on page 10 for a description of how the selling stockholders may dispose of the shares covered by this prospectus.
We are not selling any shares of our Common Stock under this prospectus and will not receive any of the proceeds from the sale of shares of our Common Stock by the selling stockholders.
We have agreed to pay certain expenses related to the registration of the offer and sale by the selling stockholders of our Common Stock pursuant to the registration statement of which this prospectus forms a part. The selling stockholders will bear all commissions, discounts, concessions and other selling expenses, if any, in connection with the sale of the shares of our Common Stock covered by this prospectus.
Our Common Stock is listed on The NASDAQ Capital Market under the symbol "TRAW". On August 29, 2024, the closing price of our Common Stock was $0.37 per share.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make you investment decision.
Investing in our Common Stock involves a high degree of risk. You should carefully read the information contained under the heading "Risk Factors" on page 4 of this prospectus, and under similar headings in the documents that are incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is August 30, 2024.