Traws Pharma, Inc 10-Q for FY2025 Q2

Traws Pharma, Inc. (TRAW)

10-Q 2025-08-14 For: 2025-06-30

Added on April 10, 2026

About this 10-Q

Traws Pharma, Inc filed this 10-Q on August 14, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).

Headline figures

Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.73M; up 4694.7% from $57K a year earlier
Net loss: $915K; compared with a net loss of $123.14M a year earlier
Diluted EPS: -$0.11; compared with -$20.52 a year earlier

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Delaware		22-3627252
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

12 Penns Trail, Newtown, PA		18940
(Address of principal executive offices)		(Zip Code)


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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐


	Page
PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)	3
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Comprehensive Income (Loss)	5
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)	6
Condensed Consolidated Statements of Cash Flows	8
Notes to Condensed Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3. Quantitative and Qualitative Disclosures About Market Risk	37
Item 4. Controls and Procedures	38

PART II — OTHER INFORMATION

Item 1. Legal Proceedings	39
Item 1A. Risk Factors	39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3. Defaults Upon Senior Securities	39
Item 4. Mine Safety Disclosures	39
Item 5. Other Information	40
Item 6. Exhibits	41
SIGNATURES	42


	June 30,		December 31,
	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	13,081,000	$	21,338,000
Tax incentive and other receivables		1,323,000		1,765,000
Prepaid expenses and other assets		966,000		1,848,000
Total current assets		15,370,000		24,951,000
Property and equipment, net		8,000		10,000
Other assets		244,000		1,000
Total assets	$	15,622,000	$	24,962,000
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	4,759,000	$	8,186,000
Accrued expenses and other liabilities		2,593,000		3,121,000
Deferred revenue		—		226,000
Total current liabilities		7,352,000		11,533,000
Deferred revenue, non-current		—		2,565,000
Warrant liabilities		8,000		42,494,000
Total liabilities		7,360,000		56,592,000

Commitments and contingencies (Note 5)

Stockholders’ equity (deficit):
Series C Preferred stock, $0.01 par value, 5,000,000 shares authorized, 7,440 shares issued, 6,737 and 7,398 shares outstanding at June 30, 2025 and December 31, 2024, respectively		—		—
Common stock, $0.01 par value, 250,000,000 shares authorized, 7,069,148 and 3,650,731 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		71,000		36,000
Additional paid-in capital		636,761,000		617,530,000
Accumulated deficit		(628,579,000)		(649,154,000)
Accumulated other comprehensive income (loss)		9,000		(42,000)
Total stockholders’ equity (deficit)		8,262,000		(31,630,000)
Total liabilities and stockholders’ equity (deficit)	$	15,622,000	$	24,962,000


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue	$	2,733,000	$	57,000	$	2,790,000	$	113,000
Operating expenses:
Acquired in-process research and development		—		117,464,000		—		117,464,000
Research and development		2,291,000		3,964,000		4,797,000		5,876,000
General and administrative		1,691,000		1,977,000		4,445,000		5,333,000
Total operating expenses		3,982,000		123,405,000		9,242,000		128,673,000
Loss from operations		(1,249,000)		(123,348,000)		(6,452,000)		(128,560,000)
Change in fair value of warrant liability		146,000		—		26,659,000		—
Other income, net		188,000		205,000		368,000		434,000
Net (loss) income	$	(915,000)	$	(123,143,000)	$	20,575,000	$	(128,126,000)
Net (loss) income attributable to common stockholders, basic and diluted	$	(625,000)	$	(20,774,000)	$	14,860,000	$	(34,716,000)
Weighted-average shares of common stock outstanding, basic		5,820,903		1,012,430		7,359,825		927,084
Net (loss) income per share of common stock, basic	$	(0.11)	$	(20.52)	$	2.02	$	(37.45)
Weighted-average shares of common stock outstanding, diluted		5,820,903		1,012,430		7,614,325		927,084
Net (loss) income per share of common stock, diluted	$	(0.11)	$	(20.52)	$	1.95	$	(37.45)
Net (loss) income attributable to Series C Preferred stockholders, basic and diluted	$	(290,000)	$	(102,369,000)	$	5,715,000	$	(93,410,000)
Weighted-average shares of Series C Preferred outstanding, basic and diluted		6,759		12,473		7,077		6,236
Net (loss) income per share of Series C Preferred, basic and diluted	$	(42.91)	$	(8,207.46)	$	807.55	$	(14,978.34)


	Three Month Periods Ended June 30, 2025 and 2024
														Accumulated
	Redeemable Convertible									Additional				other
	Preferred Stock			Preferred Stock			Common Stock			Paid in		Accumulated		comprehensive
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		deficit		(loss) income		Total
Balance at March 31, 2025	—	$	—	7,398	$	—	5,076,598	$	50,000	$	633,633,000	$	(627,664,000)	$	(19,000)	$	6,000,000
Stock-based compensation	—		—	—		—	—		—		105,000		—		—		105,000
Stock issued for vested restricted stock units	—		—	—		—	5,301		—		—		—		—		—
Issuance of common stock, net of offering costs	—		—	—		—	1,522,947		16,000		3,026,000		—		—		3,042,000
Exercise of prefunded warrants	—		—	—		—	200,000		2,000		—		—		—		2,000
Conversion of Series C Preferred shares	—		—	(661)		—	264,302		3,000		(3,000)		—		—		—
Other comprehensive income	—		—	—		—	—		—		—		—		28,000		28,000
Net loss	—		—	—		—	—		—		—		(915,000)		—		(915,000)
Balance at June 30, 2025	—	$	—	6,737	$	—	7,069,148	$	71,000	$	636,761,000	$	(628,579,000)	$	9,000	$	8,262,000

Balance at March 31, 2024	—	$	—	—	$	—	843,553	$	9,000	$	493,650,000	$	(487,614,000)	$	(30,000)	$	6,015,000
Issuance of stock in connection with the asset acquisition of Trawsfynydd	10,359		93,232,000	—		—	141,982		1,000		3,549,000		—		—		3,550,000
Transaction costs paid through the issuance of stock	535		4,815,000	—		—	6,747		—		169,000		—		—		169,000
Issuance of stock in connection with the private placement, net of expenses	1,578		13,572,000	—		—	19,879		—		427,000		—		—		427,000
Exchange of Trawsfynydd stock options for options of the Company	—		—	—		—	—		—		7,085,000		—		—		7,085,000
Stock-based compensation	—		—	—		—	—		—		380,000		—		—		380,000
Shares issued for vested restricted stock units	—		—	—		—	220		—		—		—		—		—
Other comprehensive loss	—		—	—		—	—		—		—		—		(3,000)		(3,000)
Net loss	—		—	—		—	—		—		—		(123,143,000)		—		(123,143,000)
Balance at June 30, 2024	12,472	$	111,619,000	—	$	—	1,012,381	$	10,000	$	505,260,000	$	(610,757,000)	$	(33,000)	$	(105,520,000)


	Six Month Periods Ended June 30, 2025 and 2024
														Accumulated
	Redeemable Convertible									Additional				other
	Preferred Stock			Preferred Stock			Common Stock			Paid in		Accumulated		comprehensive
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		deficit		income (loss)		Total
Balance at December 31, 2024	—	$	—	7,398	$	—	3,650,731	$	36,000	$	617,530,000	$	(649,154,000)	$	(42,000)	$	(31,630,000)
Stock-based compensation	—		—	—		—	—		—		266,000		—		—		266,000
Stock issued for vested restricted stock units				—		—	6,509		—		—		—		—		—
Issuance of common stock, net of offering costs	—		—	—		—	1,565,047		16,000		3,141,000		—		—		3,157,000
Reclassification of warrant liability upon exercise of prefunded warrants and amended warrant agreements	—		—	—		—	—		—		15,827,000		—		—		15,827,000
Exercise of prefunded warrants	—		—	—		—	1,582,559		16,000		—		—		—		16,000
Conversion of Series C Preferred shares into common stock	—		—	(661)		—	264,302		3,000		(3,000)		—		—		—
Other comprehensive income	—		—	—		—	—		—		—		—		51,000		51,000
Net income	—		—	—		—	—		—		—		20,575,000		—		20,575,000
Balance at June 30, 2025	—	$	—	6,737	$	—	7,069,148	$	71,000	$	636,761,000	$	(628,579,000)	$	9,000	$	8,262,000

Balance at December 31, 2023	—	$	—	—	$	—	840,251	$	9,000	$	493,317,000	$	(482,631,000)	$	(23,000)	$	10,672,000
Issuance of stock in connection with the asset acquisition of Trawsfynydd	10,359		93,232,000	—		—	141,982		1,000		3,549,000		—		—		3,550,000
Transaction costs paid through the issuance of stock	535		4,815,000	—		—	6,747		—		169,000		—		—		169,000
Issuance of stock in connection with the private placement, net of expenses	1,578		13,572,000	—		—	19,879		—		427,000		—		—		427,000
Exchange of Trawsfynydd stock options for options of the Company	—		—	—		—	—		—		7,085,000		—		—		7,085,000
Stock-based compensation	—		—	—		—	—		—		713,000		—		—		713,000
Shares issued for vested restricted stock units	—		—	—		—	3,522		—		—		—		—		—
Other comprehensive loss	—		—	—		—	—		—		—		—		(10,000)		(10,000)
Net loss	—		—	—		—	—		—		—		(128,126,000)		—		(128,126,000)
Balance at June 30, 2024	12,472.00	$	111,619,000	—	$	—	1,012,381	$	10,000	$	505,260,000	$	(610,757,000)	$	(33,000)	$	(105,520,000)


	Fair value measurement at reporting date using
June 30, 2025	(Level 1)		(Level 2)		(Level 3)
Assets:
Cash equivalents - money market funds	$	12,066,000	$	-	$	-
Liabilities:
Warrant liabilities - Series A Warrants	$	-	$	-	$	8,000

December 31, 2024
Assets:
Cash equivalents - money market funds	$	20,508,000	$	-	$	-
Liabilities:
Warrant liabilities - Series A Warrants	$	-	$	-	$	13,125,000
Warrant liabilities - Pre-funded Warrants	$	-	$	29,369,000	$	-


	June 30, 2025	December 31, 2024 (Issuance date)
Expected term of warrants (years)	0.5 year	1 year
Risk-free interest rate	4.3%	4.2%
Expected volatility	133.5%	126.9%
Dividend yield	$ -	$ -


Balance, December 31, 2024	$	42,494,000
Change in fair value		(26,513,000)
Reclassification of warrant liability upon exercise of pre-funded warrants		(6,694,000)
Reclassification of warrant liability upon amendment of warrant agreements		(9,133,000)
Balance, March 31, 2025		154,000
Change in fair value		(146,000)
Balance, June 30, 2025	$	8,000


	Symbio
	Upfront Payment
Deferred balance at December 31, 2024	$	2,791,000
Recognition of revenue		(2,791,000)
Deferred balance at June 30, 2025	$	—


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands except per share amounts)	2025		2024		2025		2024
Numerator:
Net (loss) income	$	(915,000)	$	(123,143,000)	$	20,575,000	$	(128,126,000)

Net (loss) income attributable to common stockholders	$	(625,000)	$	(20,774,000)	$	14,860,000	$	(34,716,000)
Net (loss) income attributable to Series C Preferred stockholders	$	(290,000)	$	(102,369,000)	$	5,715,000	$	(93,410,000)

Denominator:
Weighted-average shares of common stock outstanding, basic		5,820,903		1,012,430		7,359,825		927,084
Restricted stock units		-		-		2,825		-
Stock options		-		-		251,675		-
Weighted-average shares of common stock outstanding, diluted		5,820,903		1,012,430		7,614,325		927,084

Net (loss) income per share of common stock, basic	$	(0.11)	$	(20.52)	$	2.02	$	(37.45)
Net (loss) income per share of common stock, diluted	$	(0.11)	$	(20.52)	$	1.95	$	(37.45)

Weighted-average shares of Series C Preferred outstanding, basic and diluted		6,759		12,473		7,077		6,236
Net (loss) income per share of Series C Preferred, basic and diluted	$	(42.91)	$	(8,207.46)	$	807.55	$	(14,978.34)


Consideration transferred:
Common stock	$	3,550,000
Series C Preferred		93,232,000
Assumed options		7,085,000
Company transaction costs settled in equity		4,984,000
Company transaction costs paid in cash		3,692,000
Total consideration transferred	$	112,543,000

Assets acquired:
Cash and cash equivalents	$	44,000
Total assets acquired	$	44,000

Liabilities assumed:
Accrued expenses and other current liabilities	$	4,965,000
Total liabilities assumed		4,965,000
Net assets acquired		(4,921,000)
In-process research and development		117,464,000
Net assets acquired	$	112,543,000


					Balance		Balance
		Exercise		Expiration	December 31,	Warrants	June 30,
Description	Classification	Price		Date	2024	Exercised	2025
Non-tradable pre-funded warrants	Equity	$	56.25	none	141	—	141
Non-tradable pre-funded warrants	Equity	$	56.25	none	199	—	199
Non-tradable pre-funded warrants	Equity	$	0.01	none	3,311,052	(1,582,559)	1,728,493
Series A Warrants	Liability	$	13.42	Variable	543,792	—	543,792
Series A Warrants	Equity	$	13.42	Variable	3,375,457	—	3,375,457
					7,230,641	(1,582,559)	5,648,082


	June 30,
	2025	2024
Warrants	3,919,589	12,309
Stock Options	299,784	442,926
Unvested restricted stock units	22,690	22,620
Series C Preferred (as converted to common stock)	2,694,900	—
Redeemable convertible preferred stock (common stock equivalents)	—	4,989,071
	6,936,963	5,466,926


	June 30,		December 31,
	2025		2024
Computer and office equipment	$	84,000	$	84,000
Less accumulated depreciation		(76,000)		(74,000)
	$	8,000	$	10,000


	Options Outstanding
				Weighted
		Weighted-		Average
		Average		Remaining	Aggregate
	Number	Exercise		Contractual	Intrinsic
	of Shares	Price		Term (in years)	Value
Balance, December 31, 2024	423,107	$	11.89	8.75	$	2,698,000
Granted	152,742	$	1.77
Forfeitures	(1,333)	$	17.67
Expired	(23,057)	$	115.38
Balance, June 30, 2025	551,459	$	4.86	8.50	$	25,000
Exercisable at June 30, 2025	407,066	$	5.84	8.09	$	25,000


	Number of Units	Weighted average grant date fair value
Outstanding and unvested December 31, 2024	22,421	$ 25.12
Granted	9,603	$ 7.81
Vested	(6,509)	$ 25.44
Outstanding and unvested June 30, 2025	25,515	$ 18.53

Exhibit Number		Description
10.1		Employment Agreement, effective April 1, 2025, by and between Traws Pharma, Inc. and Iain Dukes (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 18, 2025).
31.1	*	Rule 13a-14(a)/15d-14(a) Certifications of Principal Executive Officer
31.2	*	Rule 13a-14(a)/15d-14(a) Certifications of Principal Financial Officer
32.1	**	Section 1350 Certifications of Principal Executive Officer
32.2	**	Section 1350 Certifications of Principal Financial Officer
101.INS	†	Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	†	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104	†	Cover Page Interactive Data File -The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document


	TRAWS PHARMA, INC.

Dated: August 14, 2025

	/s/ Iain Dukes, D. Phil
	Iain Dukes, D. Phil
	Interim Chief Executive Officer
	(Principal Executive Officer)

Dated: August 14, 2025

	/s/ Charles Parker
	Charles Parker
	Interim Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)