Traws Pharma files S-1 to register 135.1 million shares for Roth equity facility

Traws Pharma, Inc. filed a Form S-1 with the SEC on October 26, 2026 to register the resale of shares tied to its committed equity facility with Roth Principal Investments, LLC. The prospectus covers up to 135,135,135 shares of common stock that Roth Principal Investments may resell, under a Common Stock Purchase Agreement dated October 23, 2026¹.

Traws is not selling shares directly in this offering. The company is not selling any securities under this prospectus and will not receive any proceeds from the sale of shares by the selling stockholder.¹ Instead, Traws may receive up to $50,000,000 in aggregate gross proceeds, subject to certain limitations, from any sales it makes to Roth Principal Investments under the Purchase Agreement.¹

As of the filing, no purchases have occurred. As of the date of the prospectus, Traws had not sold any shares of common stock subject to the prospectus to Roth Principal Investments under the Purchase Agreement.¹ The company noted its common stock trades on The Nasdaq Capital Market under the symbol "TRAW," and on October 23, 2026, the closing price was $0.34 per share.¹

The filing discloses significant potential dilution. The aggregate market value of common stock held by non-affiliates was $5,439,274.17, based on 15,368,277 shares outstanding as of October 22, 2026, of which 14,700,741 shares were held by non-affiliates, at a price of $0.37 per share. If all 135,135,135 shares offered for resale were issued and outstanding, they would represent approximately 89.79% of total outstanding shares and approximately 90.19% of shares held by non-affiliates.¹

The filing also noted that Traws has engaged Compass Point Research & Trading LLC to act as a "qualified independent underwriter" in the offering, agreeing to pay it a cash fee of $50,000 for such services.¹ The terms of the underlying Purchase Agreement, including pricing mechanics and the 36-month commitment period, were previously disclosed in an October 23, 2026 Form 8-K.