Material Event (Form 8-K)

Item 8.01 Other Events.

As previously disclosed in that Current Report on Form 8-K filed by Traws Pharma, Inc. (the "Company") with the Securities and Exhange Commission (the "Commission") on March 10, 2025, on March 10, 2025, the Company entered into an At The Market Offering Agreement (the "ATM Agreement") with Citizens JMP Securities, LLC ("Citizens"), pursuant to which the Company may offer and sell shares of its common stock, having aggregate sales price of up to $50,000,000 (subject to certain limitations set forth in the ATM Agreement), from time to time, to or through Citizens, acting as sales agent and/or principal. The shares of Company common stock will be sold pursuant to the Company's effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333-273081), filed with the Commission on June 30, 2023, and declared effective by the Commission on July 11, 2023, including the base prospectus contained therein, as supplemented by those prospectus supplements dated March 10, 2025, April 7, 2025 and May 22, 2026 (the "Prospectus Supplements"), and filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. In accordance with the terms of the ATM Agreement, under the Prospectus Supplements, the Company may offer and sell shares of its common stock (the "Shares") having an aggregate offering price of up to $3,128,399, from time to time, to our through Citizens, which is the Company's current "baby shelf" limitation under General Instruction I.B.6. of Form S-3.

A copy of the legal opinion of Snell & Wilmer L.L.P. relating to the Shares to be sold under the ATM Agreement is filed as Exhibit 5.1 to this Current Report and incorporated herein by reference.