Traws Pharma Enters $50M Committed Equity Purchase Agreement With Roth Principal Investments; May Issue And Sell Up To 135,135,135 Shares Of Common Stock

Traws Pharma, Inc.

Up to 135,135,135 Shares of Common Stock

This prospectus relates to the resale by Roth Principal Investments, LLC, a Delaware limited liability company ("Roth Principal Investments" or the "Selling Stockholder"), from time to time, of up to 135,135,135 shares of our common stock, par value $0.01 per share ("Common Stock"). The shares of Common Stock being offered by the Selling Stockholder may be purchased by Roth Principal Investments pursuant to a Common Stock Purchase Agreement, dated October 23, 2026, that we entered into with Roth Principal Investments (the "Purchase Agreement"). The shares being offered for resale by this prospectus consist of up to 135,135,135 shares of Common Stock that we may, in our sole discretion, elect to issue and sell to Roth Principal Investments, from time to time after the date of this prospectus, pursuant to (and limited by the terms of) the Purchase Agreement. See "The Committed Equity Facility" for a description of the Purchase Agreement and "Selling Stockholder" for additional information regarding Roth Principal Investments. The prices at which Roth Principal Investments may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Stockholder. As of the date of this prospectus, we have not sold any shares of Common Stock that are the subject of this prospectus to Roth Principal Investments under the Purchase Agreement. We may receive up to $50,000,000 aggregate gross proceeds (subject to certain limitations) under the Purchase Agreement from any sales we make to Roth Principal Investments pursuant to the Purchase Agreement.