Traws Pharma Inc 2025年度报告

Form10-K (Markone)☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF1934 ForthefiscalyearendedDecember 31, 2025 Or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF1934 Forthetransitionperiodfromto Commission file number001-36020 Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No⌧ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12months (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 past90days.Yes⌧No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulationS-T (§232.405 of this chapter) during the preceding 12months (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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,”, “smaller reporting company,” and “emerging growth company” in Rule12b-2 of theExchange Act. 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No⌧ As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s voting andnon-voting common stock held by non-affiliates was approximately $9.8 million, based on the last reported sale price of the registrant’s common stock on the NasdaqCapital Market. There were 10,157,257 shares of Common Stock outstanding as of April 13, 2026. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive proxy statement for the registrant’s 2026 annual meeting of stockholders to be filed within 120 days after the end of the period covered bythis annual report on Form 10-K are incorporated by reference into Part III of this annual report on Form 10-K. TRAWS PHARMA, INC.INDEX TO REPORT ON FORM 10-K PART I Item 1:Business3Item1A:Risk Factors33Item 1B:Unresolved Staff Comments54Item 1C:Cybersecurity54Item 2:Properties56Item 3:Legal Proceedings56Item 4:Mine Safety Disclosures56PART II57Item 5:Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities57Item 6:Reserved57Item 7:Management’s Discussion and Analysis of Financial Condition and Results of Operations57Item7A:Quantitative and Qualitative Disclosures About Market Risk71Item 8:Financial Statements and Supplementary Data71Item 9:Changes in and Disagreements With Accountants on Accounting and Financial Disclosure71Item9A:Controls and Procedures71Item 9B:Other Information73Item 9C:Disclosure Regarding Foreign Jurisdictions that Prevent Inspections73PART III74Item 10:Directors, Executive Officers and Corporate Governance74Item 11:Executive Compensation74Item 12:Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters74Item 13:Certain Relationships and Related Transactions, and Director Independence74Item 14:Principal Accounting Fees and Services74PART IV75Item 15:Exhibits, Financial Statement Schedules75Item 16:Form 10-K Summary75 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA This Annual Report on Form 10-K (“Annual Report”) includes forward-looking statements. We may,in some cases, use terms such as “believes,