Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, on July 8, 2026, at the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Traws Pharma, Inc. (the "Company"), the Company's stockholders approved an amendment to the Company's 2021 Incentive Compensation Plan (as so amended, the "Plan"), to increase the number of shares of common stock available for issuance by 2,000,000 and make certain other administrative changes (the "Amendment"). The amendment to the Plan became effective on July 8, 2026 following receipt of stockholder approval.

Additional information regarding the Plan is set forth in the Company's Definitive Proxy Statement on Schedule 14A (the "Proxy Statement") filed by the Company with the Securities and Exchange Commission on May 29, 2026, which information is incorporated herein by reference. Such information and the foregoing description of the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment, a copy of which is attached to this Current Report Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 8, 2026, the Company held the Annual Meeting in a virtual format. At the close of business on May 18, 2026, the record date for the Annual Meeting, there were 15,150,669 shares of Company common stock issued and outstanding, which constituted all of the issued and outstanding shares of capital stock of the Company entitled to vote at the Annual Meeting. Pursuant to Nasdaq listing rules, holders of outstanding shares of the Company's common stock, as of the Record Date, which were issued to certain investors pursuant to that certain Securities Purchase Agreement entered into by and between us and such investors on April 15, 2026, were not entitled to vote such shares on Proposal No. 4 presented to stockholders for approval at the Annual Meeting. At the Annual Meeting, 8,452,410 of the Company's 15,150,669 outstanding shares of common stock entitled to vote as of the record date, or approximately 55.78%, were represented by proxy or in person (virtually), and, therefore, a quorum was present.

The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement, which information is incorporated herein by reference.

The final voting results on the proposals presented for stockholder approval at the Annual Meeting were as follows:

Proposal 1: To elect seven directors, each to hold office until our 2027 Annual Meeting of Stockholders and until his or her successor is elected and qualified. Each nominee for director was elected by a vote of the stockholders as follows:

Proposal 2: To consider and vote upon an amendment of the Company's 2021 Incentive Compensation Plan, as amended and restated, to increase the number of shares of common stock available for issuance by 2,000,000 and make certain other administrative changes. The proposal to approve the Amended Plan was approved by a vote of the stockholders as follows: