Traws Pharma Inc 美股招股说明书（2026-05-15版本）

Traws Pharma,Inc.35,897,514 Shares This prospectus relates to the possible resale or other disposition from time to time, in one or more offerings, by the sellingstockholders named in this prospectus (the “Selling Stockholders”) of up to an aggregate of 35,897,514 shares (the “Shares”) of theCompany’s common stock, par value $0.01 per share (“Common Stock”),which consist of (i)4,993,412 shares of Common Stock (the“Initial Shares”) issued to the Selling Stockholders pursuant to that certain Securities Purchase Agreement, dated April15, 2026 (the“Purchase Agreement”), by and between the Company and Selling Stockholders, (ii)989,507 shares of Common Stock issuable by theCompany upon exercise of certain pre-funded warrants issued to the Selling Stockholders pursuant to the Purchase Agreement (the“Pre-Funded Warrants”), (iii)5,982,919 shares of Common Stock issuable by the Company upon exercise of the SeriesA warrantsissued to the Selling Stockholders pursuant to the Purchase Agreement (the “SeriesA Warrants”), (iv)5,982,919 shares of CommonStock issuable by the Company upon exercise of the SeriesB warrants issued to the Selling Stockholders pursuant to the Purchase We agreed to file the registration statement of which this prospectus is a part pursuant to the Purchase Agreement and theRegistration Rights Agreement, dated April15, 2026, by and between the Company and Selling Stockholders (the “Registration RightsAgreement”). Additional information with respect to the Purchase Agreement and Registration Rights Agreement is contained in this The Selling Stockholders or their permitted transferees or other successors-in-interest may, but are not required to, sell, transfer, orotherwise 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 anumber of different ways, including sales on any stock exchange or in negotiated transactions, and at varying prices, including fixedprices, at prevailing market prices at the time of sale or disposition, at prices related to the prevailing market price, or at negotiated We are not selling any shares of our Common Stock under this prospectus and will not receive any of the proceeds from the saleof shares of our Common Stock by the selling stockholders. However, upon any exercise of the Warrants by payment of cash, we willreceive the exercise price of the Warrants. We cannot predict when and in what amounts, or if, the Warrants will be exercised by We have agreed to pay certain expenses related to the registration of the offer and sale by the Selling Stockholders of ourCommon Stock pursuant to the registration statement of which this prospectus forms a part. The Selling Stockholders will bear all Our Common Stock is listed on The NASDAQ Capital Market under the symbol “TRAW.” On May 12, 2026, the closing price ofour Common Stock was $1.68 per share. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You shouldread the entire prospectus and any amendments or supplements carefully before you make your investment decision. Investing in our Common Stock involves a high degree of risk. You should carefully read the information contained underthe heading “Risk Factors” on page7 of this prospectus, and under similar headings in the documents that are incorporated byreference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal The date of this prospectus is May 15, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY3THE OFFERING6RISK FACTORS7CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS8USE OF PROCEEDS9SELLING STOCKHOLDERS10PLAN OF DISTRIBUTION13LEGAL MATTERS16EXPERTS16DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES16ADDITIONAL INFORMATION17INCORPORATION OF CERTAIN INFORMATION BY REFERENCE18i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-3 that we filed with the U.S. Securities and Exchange Commission(the “SEC”). By using this registration process, the Selling Stockholders named in this prospectus may offer and sell shares of our This prospectus provides you with a general description of the securities that the Selling Stockholders named herein may offer. Wemay add, update or change in a prospectus supplement any of the information contained in this prospectus or the documentsincorporated by reference. For further information about our business and our securities, you should refer to the registration statementand the reports incorporated by reference in this prospectus, as described in “Additional Information” and “Incorporation of CertainInformation by Reference.” This prospectus contains summaries of certain provisions contained in some of the docu