Traws Pharma, Inc.

S-11 tm2628029d1_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on October 26, 2026

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-1

***REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933*

TRAWS PHARMA, INC.

(Exact name of registrant as specified in its charter)

**12 Penns Trail

(267) 759-3680

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Iain Dukes

Chief Executive Officer

Traws Pharma, Inc.

12 Penns Trail

(267) 759-3680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

**Bardia Moayedi, Esq.

Christopher L. Tinen, Esq.

Snell & Wilmer L.L.P.

3611 Valley Centre Drive, Suite 500

San Diego, CA 92130

(858) 434-5020

**Approximate date of commencement of proposed sale to the public:**From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

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 emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

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 or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholder named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not a solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated October 26, 2026

PROSPECTUS

Traws Pharma, Inc.

Up to 135,135,135 Shares of Common Stock

This prospectus relates to the resale by Roth Principal Investments, LLC, a Delaware limited liability company (“Roth Principal Investments” or the “Selling Stockholder”), from time to time, of up to 135,135,135 shares of our common stock, par value $0.01 per share (“Common Stock”). The shares of Common Stock being offered by the Selling Stockholder may be purchased by Roth Principal Investments pursuant to a Common Stock Purchase Agreement, dated October 23, 2026, that we entered into with Roth Principal Investments (the “Purchase Agreement”). The shares being offered for resale by this prospectus consist of up to 135,135,135 shares of Common Stock that we may, in our sole discretion, elect to issue and sell to Roth Principal Investments, from time to time after the date of this prospectus, pursuant to (and limited by the terms of) the Purchase Agreement. See “The Committed Equity Facility” for a description of the Purchase Agreement and “Selling Stockholder” for additional information regarding Roth Principal Investments. The prices at which Roth Principal Investments may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Stockholder. As of the date of this prospectus, we have not sold any shares of Common Stock that are the subject of this prospectus to Roth Principal Investments under the Purchase Agreement. We may receive up to $50,000,000 aggregate gross proceeds (subject to certain limitations) under the Purchase Agreement from any sales we make to Roth Principal Investments pursuant to the Purchase Agreement.

We will control the timing and amount of any sales of Common Stock to Roth Principal Investments. Actual sales of shares of Common Stock under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, which may include, without limitation, market conditions, the trading price of the Common Stock, and determinations by us as to the appropriate sources of funding for our business and operations. There can be no assurances that we will choose to sell any shares of our Common Stock to Roth Principal Investments, or that Roth Principal Investments will sell any or all of the shares of our Common Stock, if any, purchased under the Purchase Agreement pursuant to this prospectus. The Selling Stockholder will bear all commissions and discounts, if any, attributable to the resale of shares of our Common Stock. See “Plan of Distribution (Conflict of Interest)” for additional information.

Our registration of the resale of the securities covered by this prospectus does not mean that Roth Principal Investments will offer or sell any of the Common Stock. Subject to the terms of the Purchase Agreement, the Selling Stockholder may sell or otherwise dispose of the shares of Common Stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution (Conflict of Interest)” for more information about how the Selling Stockholder may sell or otherwise dispose of the shares of Common Stock being registered pursuant to this prospectus. The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

The Selling Stockholder will pay all brokerage fees and commissions and similar expenses related to the resale of the securities described herein. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the offering of the shares of Common Stock, including legal and accounting fees. See “Plan of Distribution (Conflict of Interest).” We have also engaged Compass Point Research & Trading LLC to act as a “qualified independent underwriter” in this offering, and we have agreed to pay it a cash fee of $50,000 for such services.

We are a “smaller reporting company” under the federal securities laws and, as such, are subject to reduced public company reporting requirements. Our Common Stock is listed on The Nasdaq Capital Market under the symbol “TRAW.” On October 23, 2026, the closing price of our Common Stock was $0.34 per share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus, the information incorporated by reference herein, 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 under the heading “Risk Factors” beginning on page 12 of this prospectus, and under similar headings in the documents that are incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this , 2026.

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