Traws Pharma, Inc.

Pre-Funded Warrant Amendment

As discussed elsewhere in this Annual Report, on December 29, 2024, the Company entered into the December 2024 Purchase Agreement with certain purchasers named therein, pursuant to which, on December 31, 2024, the Company sold and issued to such purchasers an aggregate of (i) 3,630,205 Class A Units, each Class A Unit consisting of (a) one share of common stock or one pre-funded warrant to purchase one share of common stock and (b) one Series A Warrant to purchase one share of common stock, and (ii) 289,044 Class B Units, each Class B Unit consisting of one pre-funded warrant to purchase one share of common stock and one Series A Warrant to purchase one share of common stock.

On March 27, 2025, the Company and certain of the purchasers entered into amendments to the pre-funded warrants (the “PFW Amendment”), pursuant to which the pre-funded warrants issued to such purchasers were amended to increase the threshold for a change of control, for purposes of determining whether a Fundamental Transaction (as defined in the pre-funded warrants) has occurred, from 50% of the outstanding common stock of the Company to greater than 50% of the outstanding common stock of the Company.

The foregoing description of the PFW Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the PFW Amendment, the form of which is filed as Exhibit 4.7 to this Annual Report and is incorporated herein by reference.

Securities Trading Plans of Directors and Executive Officers

During the three months ended December 31, 2024, none of our directors or officers entered into, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” that were intended to satisfy the affirmative defense conditions of Rule 10b5-1, in each case as defined in Item 408 of Regulation S-K.

Werner Cautreels Separation Agreement and Consulting Agreement

As previously disclosed in that Current Report on Form 8-K filed by the Company with the SEC on March 28, 2025, Werner Cautreels, the Company’s Chief Executive Officer, notified the Company of his decision to retire and resign from his role as Chief Executive Officer of the Company, effective as of the close of business on the day that the Company files this Annual Report with the SEC (the “Termination Date”). Iain Dukes, Executive Chairman of the Company, has been appointed to serve as Interim Chief Executive Officer upon the effectiveness of Dr. Cautreels’ resignation.

On March 31, 2025, in connection with Dr. Cautreels’ resignation and retirement, the Company and Dr. Cautreels entered into a Separation Agreement and Release of all Claims (the “Separation Agreement”), pursuant to which the Company agreed to pay Dr. Cautreels $10,000 (less standard deductions and withholdings), payable in a single lump sum,

which amount includes all amounts due and payable to Mr. Cautreels through the Termination Date. In exchange for such payment, Dr. Cautreels has (i) provided the Company with a general release and waiver of claims, and (ii) agreed to be bound by certain restrictive covenants, including those relating to non-disparagement and confidentiality.

Additionally, on March 31, 2025, the Company and Dr. Cautreels entered into a Consulting Services Agreement (the “Consulting Agreement”), pursuant to which Dr. Cautreels agreed to provide certain consultancy services to the Company for the period from April 1, 2025 to December 31, 2025, subject to earlier termination or extension pursuant to the Consulting Agreement. Pursuant to the Consulting Agreement, the Company shall pay Dr. Cautreels $10,000 per month as compensation for services to be rendered during the term of the Consulting Agreement.

The foregoing summaries of the terms of the Separation Agreement and the Consulting Agreement do not purport to be complete, and are, respectively, qualified in their entirety by reference to the complete text of the Separation Agreement and Consulting Agreement, copies of which are attached as Exhibits 10.46 and 10.47, respectively, to this Annual Report and incorporated herein by reference.