false 0001130598 0001130598 2025-02-18 2025-02-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 18, 2025

 

Traws Pharma, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware   001-36020   22-3627252
(State or Other Jurisdiction
of Incorporation or Organization)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

12 Penns Trail

Newtown, PA 18940
(267) 759-3680

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Not Applicable 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $.01 per share TRAW The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 8.01Other Events.

 

As previously disclosed by Traws Pharma, Inc. (the “Company”) in its filings with the SEC, on November 20, 2024, the Company received a letter from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was no longer in compliance with the minimum $2.5 million stockholders’ equity requirement for continued listing on Nasdaq as set forth in Listing Rule 5550(b)(1) (the “Rule”). The Company timely requested a hearing before a Hearings Panel of Nasdaq (the “Hearings Panel”). On November 14, 2024, the Hearings Panel granted the Company an exception until February 18, 2025 to demonstrate compliance with the Nasdaq listing rules.

 

The Company has since taken actions to attempt to regain compliance with Nasdaq listing rules. Specifically, as previously disclosed by the Company in its filings with the SEC, on December 31, 2024, the Company closed an offering of (i) up to 3,630,205 Class A Units (“Class A Units”), each Class A Unit consisting of (a) one share of the Company’s common stock or one Pre-Funded Warrant to purchase one share of Company common stock, and (b) one Series A Warrant to purchase one share of Company common stock, and (ii) 289,044 Class B Units (“Class B Units” and, together, with the Class A Units the “Units”), each Class B Unit consisting of one Pre-Funded Warrant and one Series A Warrant pursuant to the Securities Purchase Agreement, dated December 29, 2024, between the Company and the several purchasers named therein. The gross proceeds of the offering were approximately $20 million before deducting placement agent’s fees and other estimated offering expenses payable by the Company, and, if exercised in full, up to another $52.6 million upon exercise of Series A Warrants issued with the offering within 30 days of the key data read outs.

 

As a result of the transaction, as of the date of this filing, the Company believes it has stockholders’ equity of at least $2.5 million, as required by the Rule. The Company is awaiting confirmation from Nasdaq that it has evidenced compliance with the Rule. However, there can be no assurance that Nasdaq will determine that the Company has regained compliance with the Nasdaq continued listing rules.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 18, 2025 TRAWS PHARMA, INC.
     
  By: /s/ Werner Cautreels
    Werner Cautreels
    Chief Executive Officer

 

 

 

v3.25.0.1
Cover
Feb. 18, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 18, 2025
Entity File Number 001-36020
Entity Registrant Name Traws Pharma, Inc.
Entity Central Index Key 0001130598
Entity Tax Identification Number 22-3627252
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 12 Penns Trail
Entity Address, City or Town Newtown
Entity Address, State or Province PA
Entity Address, Postal Zip Code 18940
City Area Code 267
Local Phone Number 759-3680
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $.01 per share
Trading Symbol TRAW
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Traws Pharma (NASDAQ:TRAW)
Historical Stock Chart
From Jan 2025 to Feb 2025 Click Here for more Traws Pharma Charts.
Traws Pharma (NASDAQ:TRAW)
Historical Stock Chart
From Feb 2024 to Feb 2025 Click Here for more Traws Pharma Charts.