UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on July 8, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Traws Pharma, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s 2021 Incentive Compensation Plan (as so amended, the “Plan”), to increase the number of shares of common stock available for issuance by 2,000,000 and make certain other administrative changes (the “Amendment”). The amendment to the Plan became effective on July 8, 2026 following receipt of stockholder approval.
Additional information regarding the Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed by the Company with the Securities and Exchange Commission on May 29, 2026, which information is incorporated herein by reference. Such information and the foregoing description of the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment, a copy of which is attached to this Current Report Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 8, 2026, the Company held the Annual Meeting in a virtual format. At the close of business on May 18, 2026, the record date for the Annual Meeting, there were 15,150,669 shares of Company common stock issued and outstanding, which constituted all of the issued and outstanding shares of capital stock of the Company entitled to vote at the Annual Meeting. Pursuant to Nasdaq listing rules, holders of outstanding shares of the Company’s common stock, as of the Record Date, which were issued to certain investors pursuant to that certain Securities Purchase Agreement entered into by and between us and such investors on April 15, 2026, were not entitled to vote such shares on Proposal No. 4 presented to stockholders for approval at the Annual Meeting. At the Annual Meeting, 8,452,410 of the Company’s 15,150,669 outstanding shares of common stock entitled to vote as of the record date, or approximately 55.78%, were represented by proxy or in person (virtually), and, therefore, a quorum was present.
The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement, which information is incorporated herein by reference.
The final voting results on the proposals presented for stockholder approval at the Annual Meeting were as follows:
Proposal 1: To elect seven directors, each to hold office until our 2027 Annual Meeting of Stockholders and until his or her successor is elected and qualified. Each nominee for director was elected by a vote of the stockholders as follows:
| Nominee | Votes For | Withheld | Broker Non-Votes | |||
| Iain Dukes, D.Phil. | 6,448,795 | 73,766 | 1,929,849 | |||
| Werner Cautreels, Ph.D. | 6,448,941 | 73,620 | 1,929,849 | |||
| Trafford Clarke, Ph.D. | 5,711,434 | 811,127 | 1,929,849 | |||
| John Leaman, M.D. | 6,466,029 | 56,532 | 1,929,849 | |||
| Nikolay Savchuck Ph.D. | 6,448,282 | 74,279 | 1,929,849 | |||
| M. Teresa Shoemaker | 5,710,047 | 812,514 | 1,929,849 | |||
| Jack E. Stover | 5,694,085 | 828,476 | 1,929,849 |
Proposal 2: To consider and vote upon an amendment of the Company’s 2021 Incentive Compensation Plan, as amended and restated, to increase the number of shares of common stock available for issuance by 2,000,000 and make certain other administrative changes. The proposal to approve the Amended Plan was approved by a vote of the stockholders as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 4,821,796 | 1,694,075 | 6,690 | 1,929,849 |
Proposal 3: To consider and vote upon the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal was approved by a vote of the stockholders as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 7,659,805 | 789,757 | 2,848 | 0 |
Proposal 4: To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock upon exercise of those Series B Warrants and Series C Warrants to purchase shares of our common stock issued to certain investors pursuant to that certain Securities Purchase Agreement entered into by and between us and such investors on April 15, 2026. The proposal was approved by a vote of the stockholders as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 2,270,414 | 151,196 | 614,528* | 1,929,849 |
* As noted above, excludes an aggregate of 3,486,423 shares from Proposal No. 4, in accordance with Nasdaq listing rules.
Proposal 5: To approve the adjournment of the Annual Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in the event we have not received sufficient votes in favor of any of the foregoing proposals. The proposal was approved by a vote of the stockholders as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 7,882,130 | 562,323 | 7,957 | 0 |
Although Proposal 5 was approved by the Company’s stockholders, the Company did not elect to adjourn the Annual Meeting, as each of Proposals 1 through 4 were approved by the Company’s stockholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | First Amendment to the Traws Pharma, Inc. 2021 Incentive Compensation Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document). |
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: July 9, 2026 | TRAWS PHARMA, INC. | |
| By: | /s/ Charles Parker | |
| Charles Parker | ||
| Chief Financial Officer | ||
Exhibit 10.1
FIRST AMENDMENT TO THE
TRAWS PHARMA, INC. 2021 INCENTIVE COMPENSATION PLAN
Effective as of November 21, 2025, Traws Pharma, Inc. (f/k/a Onconova Therapeutics, Inc.) (the “Company”) established the Traws Pharma, Inc. 2021 Incentive Compensation Plan (the “Plan”). By adoption of this instrument, the Company now desires to amend the Plan to increase the number of shares of stock reserved and available for grant pursuant to the Plan by an additional 2,000,000 shares and to make certain other changes to the Plan as set forth in this First Amendment.
1. This First Amendment shall be effective as of the date it is approved by the stockholders at the Company’s 2026 Annual Meeting of Stockholders and shall be void in the absence of such approval.
2. Section 2(c) of the Plan (Committee Authority) is hereby amended and restated in its entirety to read as follows:
(c) Committee Authority. The Committee shall have the sole authority to (i) determine the individuals to whom Awards shall be made under the Plan, (ii) determine the type, size, terms and conditions of the Awards to be made to each such individual, (iii) determine the time when the Awards will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability, (iv) amend the terms of any previously issued Award, subject to the provisions of Section 17 below, (v) decide all other matters that must be determined in connection with an Award, (vi) establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan, (vii) interpret the terms of, and determine any matter arising pursuant to, the Plan or any Award Agreement and correct any defects and reconcile any inconsistencies in the Plan or any Award Agreement, and (viii) deal with any other matters arising under the Plan.
3. Section 3 of the Plan (Awards) is hereby amended by adding the following new Section to the end thereof to read as follows:
(c) Change in Status. In the event that a Participant’s regular level of time commitment in the performance of his or her services for the Company or any subsidiary or affiliate is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee or to a contractor) after the date of grant of any Award to the Participant, the Committee may determine, to the extent permitted by applicable law, to: (i) make a corresponding reduction in the number of shares of Common Stock or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment; and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced or extended.
4. Section 4(a) of the Plan (Shares Authorized) is hereby amended and restated in its entirety to read as follows:
(a) Shares Authorized. Subject to adjustment as described below in Sections 4(b) and 4(e), the maximum aggregate number of shares of Common Stock that may be issued or transferred under the Plan with respect to Awards made under the Plan on and after the Restatement Effective Date shall be 3,500,000 shares of Common Stock. In addition, any shares of Common Stock that remained available for Awards under the Plan as of the Restatement Effective Date and any shares of Common Stock subject to outstanding Awards granted under the Plan and awards granted under the Prior Plans as of the Restatement Effective Date that are payable in shares and that terminate, expire, or are cancelled, forfeited, exchanged or surrendered without having been exercised, vested or paid in shares, on or after the Restatement Effective Date, subject to adjustment as provided in Section 3(e) below, may be issued with respect to Awards under this Plan. The aggregate number of shares of Common Stock that may be issued or transferred under the Plan pursuant to Incentive Stock Options granted on and after the Restatement Effective Date shall not exceed 3,500,000 shares of Common Stock.
5. Section 4(d) of the Plan (Individual Non-Employee Director Limit) is hereby amended and restated in its entirety to read as follows:
(i) Individual Non-Employee Director Limit. Subject to adjustment as described below in Section 4(e), the maximum aggregate grant date value of shares of Common Stock subject to Awards granted to any Non-Employee Director during any calendar year for services rendered as a Non-Employee Director, taken together with any cash fees earned by such Non-Employee Director for services rendered as a Non-Employee Director during the calendar year, shall not exceed $300,000 in total value. For purposes of the limits set forth in this Section 4(d), the value of such Awards shall be calculated based on the grant date fair value of such Awards for financial reporting purposes. For the avoidance of doubt, any compensation that is deferred shall be counted toward the Non-Employee Director limit during the year in which it is first earned and not when paid.
6. Section 6 of the Plan (Options) is hereby amended by adding the following new Section to the end thereof to read as follows:
(d) Designation. If, for any reason, an Option (or any portion thereof) does not qualify as an Incentive Stock Option under the Code, then, to the extent of such nonqualification, the Option (or portion thereof) shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan as long as such Option (or portion thereof) otherwise complies with the Plan’s requirements relating to Nonqualified Stock Options.
7. This First Amendment shall only amend the provisions of the Plan referred to above, and those provisions not amended hereby shall be considered in full force and effect. Notwithstanding the foregoing, this First Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this Amendment.
IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed as of this 14th day of May, 2026.
| TRAWS PHARMA, INC. | ||
| By: | /s/ Charles Parker | |
| Charles Parker, Chief Financial Officer | ||