Traws Pharma, Inc.

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report and in other reports filed with the SEC, which could materially affect our business, financial condition or future results. The risks described in our Annual Report are not

the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Except as set forth below, there have not been any material changes to the risk factors disclosed in the Annual Report.

If our stock price continues to remain below $1.00, our common stock may be subject to delisting from The Nasdaq Capital Market, which would materially reduce the liquidity of our common stock and have an adverse effect on our market price.

On July 29, 2026, we received a notification letter from Nasdaq notifying us that, because the closing bid price for our common stock was below $1.00 per share for at least 30 consecutive business days, we are not currently in compliance with the Minimum Bid Price Requirement for continued listing on The Nasdaq Capital Market. The notification has no immediate effect on the listing of the Company’s common stock on The Nasdaq Capital Market, and, therefore, the Company’s listing remains fully effective.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have a period of 180 calendar days from July 29, 2026 or until January 25, 2027, to regain compliance with the Minimum Bid Price Requirement. If at any time before January 25, 2027, the closing bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days (which may be extended to be a period of up to 20 consecutive business days at the discretion of Nasdaq), Nasdaq will provide written notification that we have regained compliance with the Minimum Bid Price Requirement, and the matter would be resolved. If we do not regain compliance during the compliance period ending on January 25, 2027, then Nasdaq may grant us a second 180 calendar day grace period to regain compliance, provided we (i) meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and (ii) notify Nasdaq of our intent to cure the deficiency during the second compliance period.

We intend to continue actively monitoring the closing bid price for our common stock between now and January 25, 2027, and will consider available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement. If we do not regain compliance within the allotted compliance period, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that our common stock will be subject to delisting. We would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that we will regain compliance with the Minimum Bid Price Requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance, or maintain compliance with the other Nasdaq listing requirements.

We are currently evaluating our alternatives to resolve the listing deficiency. To the extent that we are unable to resolve the listing deficiency, there is a risk that our common stock may be delisted from Nasdaq, which would adversely impact liquidity of our common stock, potentially result in even lower bid prices for our common stock, and make it more difficult for us to obtain financing through the sale of our common stock.

If we elect to implement a reverse stock split to regain compliance with the Nasdaq continued listing requirements, such reverse stock split could have a materially adverse effect on our business.

In the event that we are unable to regain compliance with the Minimum Bid Price Requirement through other methods, we may be required to implement a reverse stock split in order to do so. There are a number of risks associated with implementing a reverse stock split, including, without limitation:

There can be no assurances that implementation of a reverse stock split would allow us to prevent the delisting of our common stock, and it could have a materially adverse effect on our business.

On July 22, 2026, the SEC, acting under delegated authority, approved a Nasdaq rule change establishing a new continued listing requirement that companies maintain a MVLS of at least $5 million, calculated as the consolidated closing bid price of a company's common stock multiplied by the number of its listed securities. Unlike many other Nasdaq deficiencies, the standard would provide no cure or compliance period: a company whose MVLS remains below $5 million for 30 consecutive business days would become immediately subject to suspension and delisting, and a request for a hearing would not stay the suspension of trading. On July 29, 2026, following the filing of notices of intention to petition for SEC review, the approval order was automatically stayed under Rule 431(e) of the SEC's Rules of Practice, and the new MVLS requirement is therefore not currently effective; we cannot predict whether, when, or in what form it may become effective. If the requirement becomes effective in its current or a similar form, we may face a heightened risk of delisting, particularly in light of the recent trading price of our common stock and our existing non-compliance with the Minimum Bid Price Requirement, and any resulting suspension or delisting would materially reduce the liquidity of our common stock, adversely affect its market price, and make it more difficult for us to raise capital, any of which could have a material adverse effect on our business, financial condition and results of operations