Traws Pharma, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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(Name of Registrant as Specified In Its Charter)

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Newtown, PA 18940 USA

(267) 759-3680

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To be held on July 8, 2026

Dear Stockholder,

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Traws Pharma, Inc. (the “Company”) will be held at 9:00 a.m. Eastern Time on Wednesday, July 8, 2026. We have adopted a virtual format for our Annual Meeting to provide a consistent and convenient experience to all stockholders, regardless of location. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. You may attend the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/TRAW2026, where you will be able to vote electronically and submit questions for management’s consideration. You may also attend the Annual Meeting and submit your vote by proxy and may submit questions ahead of the Annual Meeting through the designated website. For further information, please see the Questions and Answers about the Annual Meeting beginning on the second page of the accompanying Proxy Statement. The purposes of the Annual Meeting are as follows:

To elect seven directors, each to hold office until our 2027 Annual Meeting of Stockholders and until his or her successor is elected and qualified;

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To consider and vote upon an amendment of the Company’s 2021 Incentive Compensation Plan, as amended and restated, to increase the number of shares of common stock available for issuance by 2,000,000 and make certain other administrative changes;

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To consider and vote upon the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

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To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock upon exercise of those Series B Warrants and Series C Warrants to purchase shares of our common stock issued to certain investors pursuant to that certain Securities Purchase Agreement entered into by and between us and such investors on April 15, 2026;

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To approve the adjournment of the Annual Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in the event we have not received sufficient votes in favor of any of the foregoing proposals; and

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To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

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The above matters are more fully discussed in the proxy statement accompanying this Notice. Action may be taken on any one of the foregoing proposals at the Annual Meeting on the date specified above or on any date or dates to which the meeting may be postponed or adjourned. We do not expect to transact any other business at the Annual Meeting.

Our Board of Directors (“Board”) has approved each of the foregoing proposals and recommends that you vote “For” each of the director nominees included in the accompanying Proxy Statement and “For” each of the other proposals.

Our Board has fixed the close of business on May 18, 2026 (the “Record Date”) as the record date for determining those stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Accordingly, only stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. A complete list of our stockholders entitled to vote at the Annual Meeting will be available for examination by any of our stockholders for any purpose germane to the Annual Meeting during normal business hours for a period of 10 days prior to the Annual Meeting.

We have elected to provide access to our proxy materials primarily electronically via the Internet, pursuant to the “Notice and Access” method regulations promulgated by the Securities and Exchange Commission. We believe this method expedites our stockholders’ receipt of proxy materials, conserves natural resources and significantly reduces the costs of the Annual Meeting. On or about May 29, 2026, we are mailing a one- page Notice of Internet Availability of Proxy Materials to each of our shareholders entitled to notice of and to vote at the Annual Meeting, which contains instructions for accessing the attached Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), and Amendment No. 1 to the Annual Report, as well as voting instructions. The Notice of Internet Availability of Proxy Materials also includes instructions on how you can receive a paper copy of your proxy materials.

We cordially invite you to virtually attend the Annual Meeting. Whether or not you are able to attend the Annual Meeting, it is important that your shares be represented. To ensure that your shares are represented at the Annual Meeting, we urge you to vote your shares promptly by proxy over the Internet, by phone, or by mail by following the instructions provided in the Notice of Internet Availability of Proxy Materials you received in the mail, or, if you requested to receive printed proxy materials, you may vote by marking, dating, and signing the enclosed proxy card and returning it in the postage-paid envelope provided.

We encourage you to do so even if you plan to attend the Annual Meeting virtually. This will not limit your right to virtually attend or vote at the Annual Meeting, but will help to secure a quorum and avoid added solicitation costs. You may revoke your proxy at any time before it has been voted at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on July 8, 2026. This Notice, the accompanying Proxy Statement, our Annual Report and Amendment No. 1 thereto will be available on or about May 29, 2026 on our website at www.trawspharma.com.

By order of the Board of Directors,

/s/ Iain Dukes

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Iain Dukes

Newtown, PA

May 29, 2026