Entry into a Material Definitive Agreement

 

PIPE Securities Purchase Agreement

 

On April 15, 2026, Traws Pharma, Inc. (the "Company") announced the pricing of an offering (the "Private Placement") of an aggregate of (i) 5,982,919 shares (the "Purchased Shares") of the Company's common stock, par value $0.01 per share ("Common Stock") (or, in lieu of Purchased Shares, pre-funded warrants to purchase shares of Common Stock ("Pre-Funded Warrants")), (ii) Series A warrants to initially purchase up to 5,982,919 shares of Common Stock (the "Series A Warrants"), (iii) Series B warrants to initially purchase up to 5,982,919 shares of Common Stock (the "Series B Warrants"), and (iv) Series C warrants to initially purchase up to 17,948,757 shares of Common Stock (the "Series C Warrants" and together with the Pre-Funded Warrants, the Series A Warrants and the Series B Warrants, the "Warrants") pursuant to a Securities Purchase Agreement (the "Purchase Agreement") by and between the Company and the purchasers named therein (the "Investors"). The Purchased Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants are collectively referred to herein as the "Securities." Terms defined in the Purchase Agreement are used as therein defined, unless otherwise defined herein.

 

 

The aggregate offering price for the Purchased Shares and the Pre-Funded Warrants sold in the Private Placement was approximately $10,000,000, before placement agent fees and expenses. In addition, if all Series A Warrants, Series B Warrant and Series C Warrants are fully exercised for cash, potential additional gross proceeds to the Company would be approximately $50,000,000. The Company intends to use the proceeds from the Private Placement to advance the Company's influenza program through a Phase 2a human challenge trial in the United Kingdom.

 

 

The purchase price per each Purchased Share and accompanying Series A Warrant, Series B Warrant, and Series C Warrant was $1.6730. The purchase price per each Pre-Funded Warrant and accompanying Series A Warrant, Series B Warrant, and Series C Warrant was $1.6630, and each Pre-Funded Warrant has an exercise price of $0.01, subject to adjustment. The exercise price per each Series A Warrant, Series B Warrant, and Series C Warrant is $1.673, subject to adjustment. The Private Placement was priced "at-the-market" under the rules and regulations of The Nasdaq Stock Market LLC. The Private Placement is expected to close on or about April 16, 2026, subject to the satisfaction of customary closing conditions.

 

 

The Common Stock, Warrants, and shares of Common Stock underlying the Warrants are being offered in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. The issuance of the Common Stock, Warrants, and shares of Common Stock underlying the Warrants have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

 

The Pre-Funded Warrants are exercisable immediately following the date of issuance, may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.