Traws Pharma, Inc. entered into a Common Stock Purchase Agreement on October 23, 2026, granting the company the right to sell up to $50 million in newly issued common stock to Roth Principal Investments, LLC. The deal provides Traws with a flexible financing option, though the company is under no obligation to sell any shares and retains sole discretion over the timing and execution of any sales.
The agreement allows Traws to direct Roth Principal Investments to purchase shares from time to time during a 36-month period following the initial satisfaction of specific conditions. These conditions include the declaration of effectiveness by the Securities and Exchange Commission (SEC) of a registration statement for the resale of shares by Roth Principal Investments. The company may choose various purchase methods, including Market Open Purchases, Intraday Purchases, Pre-Market Purchases, Post-Market Purchases, and Block Purchases.
To execute a purchase, the closing sale price of Traws common stock on the trading day immediately prior to the purchase date must be at least $0.10, a level defined in the agreement as the Threshold Price. This threshold is subject to adjustment following any stock split or similar transaction, capping at $1.00. Additionally, Traws cannot deliver a purchase notice while in possession of material non-public information or during specified blackout periods.
For Market Open Purchases, which occur when notice is delivered before 9:20 a.m. New York City time, the purchase price is set at 94.0% of the volume weighted average price (VWAP) of the common stock. This valuation period begins at the official market open and ends at the earliest of the market close, when a trading volume threshold is reached, or when the price falls below a minimum threshold if a limit order discontinue election is applied. The number of shares in any single Market Open Purchase is capped at the lesser of two million shares or 25.0% of the total volume traded on Nasdaq during that valuation period.
Traws Pharma, incorporated in Delaware and headquartered in Newtown, Pennsylvania, trades on The Nasdaq Stock Market LLC under the symbol TRAW. The company filed Form 8-K with the SEC on October 23, 2026, to report this material definitive agreement.