Traws Pharma, Inc.

DEF 14A 1 tm2626240-2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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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 Pursuant to §240.14a-12

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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 14a-6(i)(1) and 0-11.

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Traws Pharma, Inc.

12 Penns Trail

Newtown, PA 18940 USA (267) 759-3680

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on December 3, 2026

Dear Stockholder:

Notice is hereby given that the 2026 Special Meeting of Stockholders (the “Special Meeting”) of Traws Pharma, Inc. (the “Company”) will be held at 9:00 a.m. Eastern Time on Thursday, December 3, 2026.

We have adopted a virtual format for our Special 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 Special Meeting in person. You may attend the Special Meeting virtually via the Internet at www.virtualshareholdermeeting.com/TRAW2026SM, where you will be able to vote electronically and submit questions for management’s consideration. You may also attend the Special Meeting and submit your vote by proxy and may submit questions ahead of the Special Meeting through the designated website. For further information, please see the Questions and Answers about the Special Meeting beginning on the third page of the accompanying Proxy Statement. The purposes of the Special Meeting are as follows:

To grant discretionary authority to our Board of Directors (the “Board”) to amend our Tenth Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of all of our issued and outstanding shares of common stock at a ratio of not less than 1-for-8 and not greater than 1-for-15, such ratio to be determined by our Board at any time within twelve months from the date that stockholder approval is obtained, without further approval or authorization of our stockholders;

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To approve the adjournment of the Special 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 Special 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 Special 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 Special Meeting.

Our Board has approved each of the foregoing proposals and recommends that you vote “For” each of the proposals.

Our Board has fixed the close of business on October 6, 2026 (the “Record Date”) as the record date for determining those stockholders entitled to notice of, and to vote at, the Special 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 Special Meeting. A complete list of our stockholders entitled to vote at the Special Meeting will be available for examination by any of our stockholders for any purpose germane to the Special Meeting during normal business hours for a period of 10 days prior to the Special 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 Special Meeting. On or about October 20, 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 Special Meeting, which contains instructions for accessing the attached Proxy Statement, 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 Special Meeting. Whether or not you are able to attend the Special Meeting, it is important that your shares be represented. To ensure that your shares are represented at the Special 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 Special Meeting virtually. This will not limit your right to virtually attend or vote at the Special 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 Special Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on December 3, 2026. This Notice and the accompanying Proxy Statement will be available on or about October 20, 2026 on our website at www.trawspharma.com.

By order of the Board of Directors,

/s/ Iain Dukes

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Iain Dukes

Chief Executive Officer

Newtown, PA

October 20, 2026