Traws Pharma Announces Up to $60 Million Private Placement Financing (Form 8-K)

Traws Pharma Announces Up to $60 Million Private Placement Financing

NEWTOWN, PA, APRIL 15, 2026 (GLOBENEWSWIRE) -- Traws Pharma, Inc. (NASDAQ: TRAW, "Traws Pharma", "Traws" or "the Company"), a clinical-stage biopharmaceutical company developing novel therapies to target critical threats to human health from respiratory viral diseases, today announced that it has entered into a securities purchase agreement with new and existing institutional and accredited investors for a private investment in public equity ("PIPE") financing expected to provide approximately $10.0 million in gross proceeds at closing. The financing will position Traws Pharma to complete the Challenge trial, in the United Kingdom ("Challenge Trial") and includes up to $50 million of additional gross proceeds from milestone-based and three-year warrants.

The April 2026 financing consists of (i) $10.0 million of upfront gross proceeds at a purchase price of $1.6730 per share from the sale of common stock (or pre-funded warrants in lieu thereof), (ii) a milestone-based Series A warrant with potential additional aggregate gross proceeds of approximately $10.0 million if fully exercised upon receipt of approval from the Medicines and Healthcare products Regulatory Agency ("MHRA") to conduct a human challenge trial in the UK, (iii) a milestone-based Series B warrant with potential additional aggregate gross proceeds of approximately $10.0 million if fully exercised following both shareholder approval and the announcement of data from the challenge trial, and (iv) a Series C warrant with a three-year term providing potential additional aggregate gross proceeds of approximately $30.0 million if fully exercised following shareholder approval. The PIPE was priced "at-the-market" under the rules and regulations of The Nasdaq Stock Market LLC, with each warrant having an exercise price equal to the deal price.

"We are pleased to announce this financing and the support of existing and new investors," said Iain Dukes, MA, DPhil, Chief Executive Officer of Traws Pharma. "The capital from this financing positions us to advance our influenza program through a human challenge trial in the UK while preserving access to additional capital as we achieve key development milestones."

The financing was completed on April 15, 2026, with funding thereunder expected April 16, 2026, subject to the satisfaction of customary closing conditions. The terms of the financing are described in more detail in the Company's current report on Form 8-K to be filed in connection with the financing.

Cantor Fitzgerald & Co. acted as lead placement agent for the PIPE financing.

Citizens JMP Securities, LLC and Tungsten Advisors LLC (through its Broker-Dealer, Finalis Securities LLC) acted as co-placement agents.

The offer and sale of the foregoing securities are being made in a transaction not involving a public offering, and the securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Pursuant to a registration rights agreement, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the "SEC") registering the resale of the shares of common stock and shares underlying the warrants and pre-funded warrants, if any, issued in the financing.