00011305982024FYtrueTraws Pharma, Inc. (the "Company") is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 31, 2025 (the "Original Form 10-K"), to include the information required by Part III of Form 10-K. The Part III information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information required by Part III to be incorporated by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment to provide information required in Part III of Form 10-K because a definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by the Original Form10-K. In accordance with, among other things, Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment is accompanied by a currently dated certifications on Exhibits 31.3 and 31.4 by the Company's current Principal Executive Officer and Principal Financial Officer (because no financial statements have been included in this Amendment, and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certification have been omitted). This Amendment is being filed to: (i) delete the reference on the cover of the Original Form 10-K to the incorporation by reference information from the Company's definitive proxy statement, (ii) amend and restate Part III, Items 10 through 14 of the Original Form 10-K in their entirety to include information previously omitted from the Original Form 10-K, and (iii) amend the Exhibit Index of the Original Form 10-K to include the filing of new certifications. Except as expressly noted above, this Amendment does not modify or update in any way the disclosures made in the Original Form 10-K and no attempt has been made in this Amendment to modify or update the other disclosures presented in the Original Form 10-K. The Amendment does not reflect events occurring after the filing of the Original Form 10-K or modify or update those disclosures that may be affected by subsequent events, other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company's other filings with the Securities and Exchange Commissiontrue00011305982025-06-3000011305982026-04-2400011305982025-01-012025-12-31xbrli:sharesiso4217:USD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)


(Mark one)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-36020

Traws Pharma, Inc.

(Exact name of registrant as specified in its charter)

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

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

(267) 759-3680

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐
Emerging growth company ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes ☐ No ☒

As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s voting stock held by non-affiliates was approximately $9.8 million, based on the last reported sale price of the registrant’s common stock on the Nasdaq Capital Market.

There were 15,150,669 shares of common stock outstanding as of April 24, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

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EXPLANATORY NOTE

Traws Pharma, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission on April 15, 2026 (the “Original Form 10-K”), to include the information required by Part III of Form 10-K. The Part III information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information required by Part III to be incorporated by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment to provide information required in Part III of Form 10-K because a definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by the Original Form10-K.

In accordance with, among other things, Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment is accompanied by a currently dated certifications on Exhibits 31.3 and 31.4 by the Company’s current Principal Executive Officer and Principal Financial Officer (because no financial statements have been included in this Amendment, and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certification have been omitted). This Amendment is being filed to: (i) delete the reference on the cover of the Original Form 10-K to the incorporation by reference information from the Company’s definitive proxy statement, (ii) amend and restate Part III, Items 10 through 14 of the Original Form 10-K in their entirety to include information previously omitted from the Original Form 10-K, and (iii) amend the Exhibit Index of the Original Form 10-K to include the filing of new certifications.

Except as expressly noted above, this Amendment does not modify or update in any way the disclosures made in the Original Form 10-K and no attempt has been made in this Amendment to modify or update the other disclosures presented in the Original Form 10-K. The Amendment does not reflect events occurring after the filing of the Original Form 10-K or modify or update those disclosures that may be affected by subsequent events, other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s other filings with the Securities and Exchange Commission.

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TRAWS PHARMA, INC.

INDEX TO REPORT ON AMENDMENT NO.1 ON FORM 10-K/A

		Page
PART III
Item 10	Directors, Executive Officers and Corporate Governance	1
Item 11	Executive Compensation	12
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	21
Item 13	Certain Relationships and Related Transactions, and Director Independence	23
Item 14	Principal Accountant Fees and Services	25
PART IV
Item 15	Exhibits and Financial Statement Schedules	26

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors

All of our directors bring to our Board of Directors executive leadership experience from their service as executives and/or directors of our Company and/or other entities. The biography of each of our current directors, below, contains information regarding the person’s business experience, director positions held currently or at any time during the last five years, and the experience, qualifications, attributes and skills that caused the Nominating and Corporate Governance Committee and our Board of Directors to determine that the person should serve as a director, given our business and structure.


Name		Age		Position(s) with Traws Pharma, Inc.		Served as Director From
Iain Dukes, D. Phil.		67		Director, Chief Executive Officer and Secretary		2024
Jack E. Stover		73		Chairman		2016
Werner Cautreels, Ph.D.		73		Director		2024
Nikolay Savchuk, Ph.D.		57		Director and Chief Operating Officer		2024
Trafford Clarke, Ph.D.		68		Director		2022
M. Teresa Shoemaker		65		Director		2020
John Leaman, M.D.		53		Director		2025

Iain Dukes, D. Phil. Dr. Dukes has served as a member of our Board of Directors since April 1, 2024, and previously served as Executive Chairman of the Company from April 1, 2024 to April 15, 2025. Dr. Dukes has served as our Chief Executive Officer since October 1, 2025, prior to which he served as our Interim Chief Executive Officer commencing as of April 1, 2025. Dr. Dukes is a Venture Partner at OrbiMed Advisors LLC, a global investment firm, which he joined in August 2016. He has also served in a consulting role as Chief Executive Officer and as Chairman of Lomond Therapeutics Holdings, Inc. (“Lomond”) since November 1, 2024 (prior to which, commencing in January 2020, he served as Chairman of Lomond Therapeutics, Inc., which became a wholly owned subsidiary of Lomond through a merger on November 1, 2024), as the Executive Chair of Angiex Inc. since February 2020, the Chief Executive Officer and Chairman of Eilean Therapeutics LLC since July 2022 and President of Dinas Therapeutics, Inc. since March 2022. In September 2017, Dr. Dukes co-founded Kartos Therapeutics, Inc., and he currently serves as its President and as a member of its board of directors. Dr. Dukes also co-founded Telios Pharmaceuticals, Inc., where he serves as President. From February 2019 to December 2024, Dr. Dukes served as the Chief Executive Officer of Viriom Inc. He also served on the board of directors of Ikena Oncology, Inc. from November 2016 until July 2025. In June 2018, Dr. Dukes co-founded Theseus Pharmaceuticals, Inc., where he served as chairman and director until its acquisition by Concentra Biosciences, LLC in April 2024. Dr. Dukes previously served as Senior Vice President and Head of Business Development and Licensing for Merck Research Laboratories. Prior to joining Merck, Dr. Dukes was Vice President of External Research & Development at Amgen, Inc. He has also served as President and Chief Executive Officer, as well as a member of the Board of Directors of Essentialis Therapeutics, a clinical stage biotechnology company focused on the treatment of rare metabolic diseases. Previously, Dr. Dukes was Vice President of Scientific and Technology Licensing at GlaxoSmithKline, and he held various positions at Glaxo Wellcome, including Head of Exploratory Development for Metabolic and Urogenital Diseases and Head of Ion Channel Drug Discovery Group. From October 2017 to July 2020, Dr. Dukes was a board member and Chairman of KaNDy Therapeutics, which was acquired by Bayer AG in September 2020. From January 2020 to June 2020, Dr. Dukes served as supervisory board member of Themis BioScience GmbH, until it was acquired by Merck & Co. Dr. Dukes currently serves on the boards of directors of NeRRe Therapeutics, Rathlin Therapeutics Limited, Clywedog Therapeutics, Inc. and ENYO Therapeutics. Since August 2016, Dr. Dukes has also served as chairman of the board of directors of Iovance Biotherapeutics Inc. (NASDAQ: IOVA). He previously served on the board of directors of ReViral Limited until its acquisition by Pfizer Inc. in June 2022. Dr. Dukes holds Master of Jurisprudence and Doctor of Philosophy degrees from the University of Oxford, a Master of Science degree in Cardiovascular Studies from the University of Leeds and a Bachelor of Science degree in Pharmacology from the University of Bath.

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Our Board of Directors believes that Dr. Dukes’ experience holding an executive role at the Company and senior leadership positions in the pharmaceutical industry, as well as his specific skills, developing, financing and managing organizations in the pharmaceutical industry, provide him with the qualifications and skills to serve as a director of the Company.

Jack E. Stover. Mr. Stover has served as a member of our Board of Directors since May 2016, and as Chairman of our Board of Directors since April 15, 2025. From May 2016 to March 2024, he served as a member of the Board of Directors, Chairman of the Audit Committee and a member of the Compensation Committee of Onconova Therapeutics, Inc. (formerly Nasdaq: ONTX) which merged with Trawsfynydd Therapeutics, Inc., to become Traws in March 2024. From March 2021 until July 2025, Mr. Stover served as Chief Executive Officer and as a director of NorthView Acquisition Corp. (“NVAC”) (NASDAQ: NVAC), a special purpose acquisition company, and NorthView Sponsor I LLC, and in July 2025 NVAC merged into Profusa, Inc. (NASDAQ: PFSA) (“Profusa”), a digital health company developing tissue integrated biosensors. Since July 2025, he has served as a member of the Board of Directors of Profusa.. From June 2022 until November 2022, when he resigned, Mr. Stover served as a director and Chairman of the Audit Committee of PharmaCyte Biotech (NASDAQ: PMCB) a biotech company developing cell-based therapies for cancer and diabetes. Mr. Stover has also been a member of the Board of Directors of Stero Therapeutics, Inc., a privately-held small molecule biopharma development company since February 2024. From December 2015 until June 2016, Mr. Stover served as Interim President and Chief Executive Officer of Interpace Diagnostics Group, Inc. (“Interpace”) (OTC: IDXG) ), a molecular diagnostics company focused principally on pancreatic and thyroid cancer and served on the Board of Directors of Interpace and as Chairman of Interpace’s Audit Committee from August 2005 until December 2015. From June 2016 until December 2020, Mr. Stover served as President, Chief Executive Officer and Director of Interpace, which changed its name to Interpace Biosciences, Inc. in 2019. From 2004 to 2008, Mr. Stover served as Chief Executive Officer, President and as a director of Antares Pharma, Inc., a publicly held specialty pharmaceutical and device company then listed on the American Stock Exchange and subsequently Nasdaq. In addition to other relevant experience, Mr. Stover has previously served as Chief Operating Officer and Chief Financial Officer of various public and private companies and was also formerly a partner with PricewaterhouseCoopers (then Coopers and Lybrand), working in the bioscience industry division in New Jersey. Mr. Stover received his B.A. in Accounting from Lehigh University and is a Certified Public Accountant.

Our Board of Directors believes that Mr. Stover’s experience holding senior leadership positions in the life sciences industry, his specific experience and skills in the areas of general operations, and financial operations and administration, and his extensive experience in accounting and as an audit committee member and chair of various public companies in the life sciences industry, provide him with the qualifications and skills to serve as a director of the Company.

Werner Cautreels, Ph.D. Dr. Cautreels has served as a member of our Board of Directors since April 1, 2024 and served as Chief Executive Officer of the Company from April 1, 2024 to March 31, 2025. Dr. Cautreels is a highly accomplished biopharmaceutical executive with a core emphasis in research and development in various therapeutic areas, who brings a deep understanding of clinical and regulatory strategy. During his 40-year plus career, his work has touched on cardiovascular, autoimmune, oncology, rare disease, and vaccines. Dr. Cautreels served as President and Chief Executive Officer of Selecta Biosciences from July 2010 until 2018. Prior to Selecta Biosciences, Dr. Cautreels served as Global Chief Executive Officer of Solvay Pharmaceuticals until it was acquired by Abbott Laboratories in 2010. Prior to joining Solvay, he worked at Sanofi, Sterling Winthrop and Nycomed-Amersham in a variety of research and development management positions in Europe and the United States. Dr. Cautreels also served as a Director of Innogenetics NV (Gent, Belgium) and of Arqule Inc. (Woburn, Massachusetts). Until April 2019, Dr. Cautreels served as a Director and as Chair of the Audit Committee of Galapagos NV (Mechelen, Belgium). Dr. Cautreels currently serves on the board of directors of Third Pole Therapeutics, a privately held company developing critical life-sustaining therapies for people living with cardiopulmonary and infectious diseases, and on the advisory board of Thuja Capital, an early-stage venture capital firm. Dr. Cautreels also currently serves as Chief Executive Officer of Cristal Therapeutics (Maastricht, The Netherlands) and Chairman of MRM Health (Gent, Belgium). Dr. Cautreels has a Ph.D. in chemistry from the University of Antwerp, Belgium, and an Executive M.B.A. from Harvard Business School.

Our Board of Directors believes that Dr. Cautreels’ experience holding senior leadership positions in the pharmaceutical industry, and his specifically as the Company’s prior Chief Executive Officer and as a prior Chief Executive Officer for other companies in the pharmaceutical industry, provide him with the qualifications and skills to serve as a director of the Company.

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Nikolay Savchuk, Ph.D. Dr. Savchuk has served as a director and Chief Operating Officer of the Company since April 1, 2024. He also currently serves as President and Chief Operating Officer and as a member of the board of directors of Lomond, roles he assumed on November 1, 2024. Prior to that, beginning in January 2020, Dr. Savchuk served as director of Lomond Therapeutics, Inc., which became a wholly owned subsidiary of Lomond through a merger completed on November 1, 2024. Dr. Savchuk has been a Managing Director and Founder at Torrey Pines Investment LLC, an investment firm, since November 2002. Since March 2019, he has been a Member at i2020 Accelerator, which is an accelerator program backed by Torrey Pines Investment. He has also served as the Chief Executive Officer and director of Clywedog Therapeutics, Inc. since December 2020. Dr. Savchuk has served as Chief Operating Officer and President of Eilean Therapeutics, LLC since September 2022, as President and Chief Executive Officer of Eil Therapeutics, Inc. since February 2020, as President and Chief Executive Officer of Bala Therapeutics, Inc. since June 2018, as and Chief Executive Officer of Dinas Therapeutics, Inc. since March 2022. In addition, since October 2018, he has been a Founder and Managing General Partner at Teal Ventures, a venture capital fund. Since November 2015, he has been the Chairman of the board of directors of Viriom Inc., a private biotechnology company. He has been the Chairman of the board of directors at ChemDiv, Inc. since November 2013, and he served as Chief Executive Officer at such company from April 2008 to January 2022. Dr. Savchuk holds a Masters of Science degree in Physics and a Ph.D. in Applied Mathematics, each from the Moscow Institute of Physics and Technology.

Our Board of Directors believes that Dr. Savchuk’s experience in biotech investments, drug development and operations provide him with the qualifications and skills to serve as a director of the Company.

Trafford Clarke, Ph.D. Dr. Clarke was appointed to serve as a member of our Board of Directors in December 2022. Dr. Clarke held roles of increasing responsibility in drug development and management at Eli Lilly for 31 years from 1986 until May 2017. Most recently, he served as a Managing Director and UK Research and Development Site Head. While at Eli Lilly, he served as a board member for Eli Lilly and Company Ltd. UK and on the Innovation Board of the Association of the British Pharmaceutical Industry and the European Federation of Pharmaceutical Industries Research Directors group. Dr. Clarke currently serves on the board of the non-profit Barrier Islands Free Medical Clinic. Dr. Clarke has a Ph.D. in organic chemistry from Imperial College, London and a Bachelor of Science in organic chemistry from University of Liverpool.

Our Board of Directors believes that Dr. Clarke’s experience holding senior leadership positions in the pharmaceutical industry and his specific skills, developing and managing organizations in the pharmaceutical industry, provide him with the qualifications and skills to serve as a director of the Company.

M. Teresa Shoemaker. Ms. Shoemaker has served as a member of our Board of Directors since April 2020. Ms. Shoemaker served as the President and Chief Executive Officer of Medexus Pharmaceuticals, Inc. (“Medexus”) from October 2018 to May 2020. Prior to joining Medexus, she served as President and Chief Executive Officer and as a board member of Medac Pharma, Inc. from its inception in June 2012 until its acquisition by Medexus in October 2018. Ms. Shoemaker led the development and regulatory approval of a product candidate for the treatment of rheumatoid arthritis and developed the commercial strategy that enabled a successful U.S. launch. Previously, Ms. Shoemaker served as Principal and Co-Founder of BioPharm Strategic Solutions from 2010 to 2012. From October 2009 to July 2010, she served as Vice President of Sales at InterMune, Inc., where she built and led the commercial organization, recruiting and scaling a national sales team and establishing foundational go-to-market strategies. From 2002 to 2008, Ms. Shoemaker served as National Sales Director and then Sr. Director US Commercial Operations for Pharmion Corporation (“Pharmion”). Ms. Shoemaker led the U.S. launch of a first-in-class therapy for the treatment of myelodysplastic syndromes (MDS). In 2008, when Celgene Corporation acquired Pharmion, Ms. Shoemaker remained as Executive Director of Strategic Commercial Operations working as part of the executive transition team until 2009. Ms. Shoemaker began her career at DuPont Pharmaceuticals, which was acquired by Bristol Myers Squibb in 2000, where she held a number of sales and marketing leadership positions. Ms. Shoemaker holds B.S. degrees in Communication Science and Psychology from Missouri State University, and a M.S. degree in Communication Science and Disorders from University of Central Missouri.

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Our Board of Directors believes that Ms. Shoemaker’s experience holding senior leadership positions in the life sciences industry and her specific skills, developing and managing commercial organizations in the life sciences industry, provide her with the qualifications and skills to serve as a director of the Company.

John Leaman, MD. Dr. Leaman was appointed as an independent director of our Board on October 1, 2025, and also serves as a member of our audit committee and compensation committee. Dr. Leaman currently serves as Chief Financial Officer of Cellarity, Inc., a role he has held since March 2023. During his time at Cellarity, he has helped oversee the close of a large pharma partnership, as well as led the company’s Series D crossover financing. Prior to joining Cellarity, from June 2019 to February 2023, Dr. Leaman served as Chief Financial & Business Officer of Impel Pharmaceuticals, where he helped lead its IPO in April 2021. From October 2017 to March 2019, Dr. Leaman served as the Chief Financial & Business Officer and Head of Corporate Development at Selecta Biosciences Inc. From June 2016 to September 2017, he served as Head of Corporate Development at InfaCare Pharmaceutical Corp., a specialty pharmaceutical company, until it was acquired by Mallinckrodt plc. in September 2017. From August 2014 to March 2016, Dr. Leaman was the Chief Financial & Business Officer of Medgenics Inc. He also previously held senior roles at Shire plc. and Devon Park Bioventures, a venture capital fund targeting investments in therapeutics companies, and began his career serving a range of life sciences companies as an Associate Principal at McKinsey & Company. He received an M.D. from the Perelman School of Medicine at the University of Pennsylvania, an M.B.A. from the Wharton School at the University of Pennsylvania, a B.A. in psychology, philosophy and physiology from Oriel College, University of Oxford while completing a Rhodes Scholarship, and a B.S. in biology from Elizabethtown College.

Our Board believes that Dr. Leaman’s experience holding senior leadership positions in public and private companies in the life sciences and biopharmaceutical industry, as well as his experience with capital raising transactions and partnering with large pharmaceutical companies, provide him with the qualifications and skills to serve as an independent director of the Company.

Executive Officers

The following table sets forth certain information regarding our current executive officers.

Name		Age		Position(s) with Traws Pharma, Inc.
Iain Dukes, D. Phil.		67		Chief Executive Officer, Secretary and Director
Charles Parker		45		Chief Financial Officer
Nikolay Savchuk, Ph.D.		57		Chief Operating Officer and Director
C. David Pauza, Ph.D.		72		Chief Science Officer, Virology
Robert Redfield, M.D.		74		Chief Medical Officer
Victor Moyo, M.D.		58		Chief Medical Officer, Oncology

Iain Dukes, D. Phil. Please see Dr. Dukes’ biography under the section entitled “Directors,” above.

Charles Parker. Mr. Parker has served as Chief Financial Officer of the Company, on a consulting basis, since October 1, 2025, prior to which he served as our Interim Chief Financial Officer, also on a consulting basis, from July 3, 2025 to September 30, 2025. Mr. Parker is an experienced finance executive with over two decades of experience working with publicly traded biopharma companies and private equity organizations. In May 2025, Mr. Parker began serving as a Director at Stout Risius Ross, LLC, a global advisory firm specializing in corporate finance and accounting services, which has provided supporting finance and accounting related services to the Company since 2024 and through which he provides Chief Financial Officer services to us. Prior to joining Stout, from November 2021 to May 2025, Mr. Parker worked as a consultant for LS Associates, where he provided consulting chief financial officer and other finance and accounting related services to various companies on an interim basis, including without limitation, to Pristine Surgical, LLC, ROM Technologies, Inc., Cantana Bio, and Zogenix, Inc. (Nasdaq: ZGNX). From January 2021 to November 2021, he served as Controller of Dascena, Inc. Mr. Parker has significant experience in public accounting, having worked at BDO USA, LLP for five years and at Parker, Parker and Associates, PLC for five and a half years. Over the course of his career, he has worked with domestic and international small and mid-cap public and private organizations on numerous IPOs, mergers and acquisitions and financings, including more than $700 million in capital raises and multi-million dollar debt restructurings. Mr. Parker holds a B.S. in Accounting from the Lipscomb University.

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Nikolay Savchuk, Ph.D. Please see Dr. Savchuk’s biography under the section entitled “Directors,” above.

C. David Pauza, Ph.D. Dr. Pauza has served as Chief Science Officer, Virology of the Company since April 1, 2024. From 2021 to 2024, Dr. Pauza served as Chief Science Officer of both Trawsfynydd Therapeutics, Inc. (“Trawsfynydd”) and Viriom, Inc. Dr. Pauza previously served as Chief Science Officer of American Gene Technologies International, Inc. from 2016 to 2021, where he led development of a cell and gene therapy for HIV disease and developed a robust intellectual property portfolio in cancer and infectious diseases. Before joining the biotechnology industry, Dr. Pauza had a 35-year career in academic research at the University of Maryland, Baltimore. Dr. Pauza obtained his B.A. from San Jose State University, his Ph.D. from University of California, Berkeley and his Post Doctorate from the Medical Research Counsel, United Kingdom.

Robert Redfield, M.D. Dr. Redfield has served as Chief Medical Officer of the Company since April 1, 2024. From 2021 to 2023, Dr. Redfield served as Senior Public Health Advisor to Governor Hogan and the State of Maryland. Dr. Redfield previously served as Director of the U.S. Centers for Disease Control and Prevention from 2018 to 2021 and Senior Strategic Advisor at Pasaca Capital Inc. from 2021 to 2022. Currently, Dr. Redfield is the President and Chief Executive Officer of R3 Enterprises and Consulting, a role he has held since 2021; the Co-Founder and President of Prevention, Diagnosis, Treatment Inc. (PDTi), a role he has held since 2021; and a practicing physician with Greater Baltimore Medical Center (GBMC) Health Partners, a role he has held since 2022. Dr. Redfield is also a director and strategic advisor at Viriom, Inc.

Dr. Redfield has been a public health leader actively engaged in clinical research and clinical care of chronic human viral infections and infectious diseases, especially HIV, for more than 30 years. He served as the founding director of the Department of Retroviral Research within the U.S. Military’s HIV Research Program, and retired after 20 years of service in the U.S. Army Medical Corps. Following his military service, he co-founded the University of Maryland’s Institute of Human Virology and served as the Chief of Infectious Diseases and Vice Chair of Medicine at the University of Maryland School of Medicine. Dr. Redfield obtained his B.S. and M.D. from Georgetown University.

Victor Moyo, M.D. Dr. Moyo has served as the Company’s Chief Medical Officer, Oncology since April 12, 2024. Dr. Moyo joined the Company in June 2023 as Consulting Chief Medical Officer and transitioned to Chief Medical Officer in October 2023. Dr. Moyo is a highly experienced physician researcher and drug developer, with approximately 30 years of clinical research experience, including 19 years in the pharmaceutical industry. He has held a variety of senior leadership positions with responsibility for a number of clinical development plans, IND filings, NDA filings, post-market development plans, notably including his work on Onivyde® for metastatic pancreatic cancer, epoetin alpha trial in myelodysplastic syndrome. He is also a named inventor on numerous granted patents and patent applications. From May 2022 to October 2023, Dr. Moyo served as Chief Medical Officer of OncoPep, Inc. From January 2019 to May 2022, he served as Executive Vice-President, Chief Medical Officer and Head of R&D at L.E.A.F. Pharmaceuticals, where he served as Senior Vice President R&D and Chief Medical Officer from January 2016 to January 2019. Prior to that, he held various leadership roles as a Vice President Clinical Investigations or Medical Director at Merrimack Pharmaceuticals and the Centocor Ortho Biotech Services, LLC division of Johnson & Johnson. Dr. Moyo earned his M.D. from the University of Zimbabwe. Following his move to the U.S., he went on to complete his internship and residency in Internal Medicine at the George Washington School of Medicine and Health Sciences and his fellowship in Hematology and Oncology at the Johns Hopkins University School of Medicine.

Family Relationships

There are no family relationships between or among our directors or executive officers.

Arrangements and Understandings with our Officers and Directors

On April 1, 2024, we completed the acquisition of Trawsfynydd in accordance with the terms of an Agreement and Plan of Merger, dated April 1, 2024 (the “Merger Agreement”), by and among the Company, Traws Merger Sub I, Inc., Traws Merger Sub II, LLC, and Trawsfynydd. Pursuant to the Merger Agreement, on April 1, 2024, effective immediately upon closing of the acquisition, our Board of Directors, upon the recommendation of the Nominating and Corporate Governance

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Committee, (i) accepted the resignations of Dr. Steven M. Fruchtman, Peter Atadja, Jerome Groopman and Viren Mehta from the Board of Directors; (ii) accepted the resignations of Dr. Steven M. Fruchtman and Mark Guerin from their roles of Chief Executive Officer of the Company and Chief Operating Officer of the Company, respectively; (iii) appointed Iain Dukes as a director and Executive Chairman of the Company, Nikolay Savchuk as a director of the Company, and Werner Cautreels as a director of the Company; and (iv) appointed Werner Cautreels as the Company’s Chief Executive Officer and Nikolay Savchuk as the Company’s Chief Operating Officer. Dr. Steven M. Fruchtman remained as the President of the Company and was appointed Chief Scientific Officer, Oncology and Mark Guerin remained as the Chief Financial Officer of the Company.

Except as discussed above, there are no arrangements or understandings between any two or more of our directors or executive officers or between any of our directors or executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and to our knowledge there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current members of our Board of Directors. To our knowledge, there are also no arrangements, agreements or understandings between non-management stockholders that may directly or indirectly participate in or influence the management of our affairs.

Legal Proceedings

To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (iv) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission (“SEC”) or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Corporate Governance

Board Composition and Independence

Our Board of Directors currently consists of seven (7) members. Our Board of Directors has undertaken a review of the independence of our directors and has determined that all directors, except Werner Cautreels, Iain Dukes, and Nikolay Savchuk, are independent within the meaning of Section 5605(a)(2) of the NASDAQ Stock Market listing rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Tenth Amended and Restated Certificate of Incorporation, as amended, provides that our Board of Directors will consist of not less than three nor more than eleven (11) directors, as such number may be fixed by our Board of Directors from time to time. Each director shall be elected to the Board of Directors to hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified, subject to earlier death, resignation or removal.

Board Leadership Structure and Role in Risk Oversight

Our Board of Directors recognizes the time, effort and energy that our Chief Executive officer is required to devote to his position in the current business environment, as well as the commitment required to serve as Chairman of our Board of Directors, particularly as the Company continues to undergo changes to its business and management team and as the Board of Directors’ oversight responsibilities continue to grow. We believe that, at present, separating these positions allows our Chief Executive officer to focus on our day-to-day business, while allowing our Chairman to lead the Board of Directors in its fundamental role of providing advice to, and independent oversight of, management. Our Board of Directors also believes that this structure ensures a greater role for the independent directors in the oversight of our company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our Board of Directors.

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While our bylaws do not require that our Chairman and Chief Executive Officer positions be separate, our Board of Directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including but not limited to risks relating to limited cash resources, economic uncertainty, volatility of the capital markets, need to raise additional funds, product candidate development, technological uncertainty, dependence on collaborative partners and other third parties, uncertainty regarding patents and proprietary rights, comprehensive government regulations, regulatory uncertainty, having no commercial manufacturing experience, marketing or sales capability or experience and dependence on key personnel. Management is responsible for the day-to-day management of risks we face, while our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board of Directors periodically consults with management regarding the Company’s risks.

Our Board of Directors is actively involved in oversight of risks that could affect us. This oversight is conducted primarily through the Audit Committee of our Board of Directors, but the full Board of Directors has retained responsibility for general oversight of risks.

Board Committees

Our Board of Directors has established three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The current members of our Audit Committee are M. Teresa Shoemaker, Trafford Clarke, Jack E. Stover and John Leaman, with Jack E. Stover serving as chairperson. The current members of our Compensation Committee are M. Teresa Shoemaker, Trafford Clarke and Jack E. Stover, with M. Teresa Shoemaker serving as chairperson. The current members of our Nominating and Corporate Governance committee are M. Teresa Shoemaker, Trafford Clarke and Jack E. Stover, with Trafford Clarke serving as chairperson.

Our Board of Directors has determined that each of Jack E. Stover, John Leaman, Trafford Clarke and M. Teresa Shoemaker meet the additional test for independence for audit committee members imposed by SEC regulations and Section 5605(c)(2)(A) of the NASDAQ Stock Market listing rules and that Jack E. Stover, John Leaman, Trafford Clarke and M. Teresa Shoemaker meet the additional test for independence for compensation committee members imposed by Section 5605(d)(2)(A) of the NASDAQ Stock Market listing rules.

Audit Committee

The primary purpose of our Audit Committee is to assist the Board of Directors in the oversight of the integrity of our accounting and financial reporting process, the audits of our consolidated financial statements, and our compliance with legal and regulatory requirements. Our Audit Committee held 8 formal meetings, several informal meetings and various actions were approved by unanimous written consent of the committee during fiscal year 2025. The functions of our Audit Committee include, among other things:

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engaing the independent registered public accounting firm to conduct the annual audit of our consolidated financial statements and monitoring its independence and performance;

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reviewing and approving the planned scope of the annual audit and the results of the annual audit;

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pre-approving all audit services and permissible non-audit services provided by our independent registered public accounting firm;

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reviewing the significant accounting and reporting principles to understand their impact on our consolidated financial statements;

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reviewing our internal financial, operating and accounting controls with management, our independent registered

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public accounting firm and our internal audit provider;

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reviewing with management and our independent registered public accounting firm, as appropriate, our financial reports, earnings announcements and our compliance with legal and regulatory requirements;

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periodically reviewing and discussing with management the effectiveness and adequacy of our system of internal controls;

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in consultation with management and the independent auditors, reviewing the integrity of our financial reporting process and adequacy of disclosure controls;

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periodically reviewing potential conflicts of interest under and violations of our code of conduct and overseeing the administration of the Company’s code of conduct;

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periodically reviewing financial and accounting personnel succession planning within the Company;

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establishing procedures for the treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and confidential submissions by our employees of concerns regarding questionable accounting or auditing matters;

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providing oversight for all matters related to the security of and risks related to information technology systems and procedures;

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reviewing and approving related-party transactions; and

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reviewing and evaluating, at least annually, our Audit Committee’s charter.

With respect to reviewing and approving related-party transactions, our Audit Committee reviews related-party transactions for potential conflicts of interests or other improprieties. Under SEC rules, as a smaller reporting company, related-party transactions are those transactions to which we are or may be a party in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors or executive officers or any other related person had or will have a direct or indirect material interest, excluding, among other things, compensation arrangements with respect to employment and Board of Directors membership. Our Audit Committee could approve a related-party transaction if it determines that the transaction is in our best interests. Our directors are required to disclose to our Audit Committee or the full Board of Directors any potential conflict of interest, or personal interest in a transaction that our Board of Directors is considering.

Our executive officers are required to disclose any related-party transaction to the Audit Committee. We also poll our directors on an annual basis with respect to related-party transactions and their service as an officer or director of other entities. Any director involved in a related-party transaction that is being reviewed or approved must recuse himself or herself from participation in any related deliberation or decision. Whenever possible, the transaction should be approved in advance and if not approved in advance, must be submitted for ratification as promptly as practical.

The financial literacy requirements of the SEC require that each member of our Audit Committee be able to read and understand fundamental financial statements. In addition, at least one member of our Audit Committee must qualify as an Audit Committee financial expert, as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act, and have financial sophistication in accordance with the NASDAQ Stock Market listing rules. Our Board of Directors has determined that Jack E. Stover qualifies as an audit committee financial expert.

Both our independent registered public accounting firm and management periodically will meet privately with our Audit Committee.

The Board of Directors has adopted a charter for the Audit Committee, which is available in the corporate governance section of our website at https://www.trawspharma.com/corporate-governance.

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Compensation Committee

The primary purpose of our Compensation Committee is to assist our Board of Directors in exercising its responsibilities relating to compensation of our executive officers and employees and to administer our equity compensation and other benefit plans. In carrying out these responsibilities, this committee reviews all components of executive officer and employee compensation for consistency with its compensation philosophy, as in effect from time to time. Our Compensation Committee held 10 formal meetings, several informal meetings and various actions were approved by unanimous written consent of the committee during fiscal year 2025. The functions of our Compensation Committee include, among other things:

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designing and implementing competitive compensation, retention and severance policies to attract and retain key personnel;

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reviewing and formulating policy and determining the compensation of our Chief Executive Officer, other executive officers and employees;

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reviewing and recommending to our Board of Directors the compensation of our non-employee directors;

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reviewing and evaluating our compensation risk policies and procedures;

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administering our equity incentive plans and granting equity awards to our employees and consultants;

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administering our performance bonus plans and granting bonus opportunities to our employees, consultants and non-employee directors under these plans;

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if required from time to time, preparing the analysis or reports on executive officer compensation required to be included in our annual proxy statement;

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engaging compensation consultants or other advisors it deems appropriate to assist with its duties and evaluating whether any consultants retained have any conflicts of interest; and

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reviewing and evaluating, at least annually, our Compensation Committee’s charter.

The Board of Directors has adopted a charter for the Compensation Committee, which is available in the corporate governance section of our website at https://www.trawspharma.com/corporate-governance.

The Compensation Committee has utilized Radford (“Radford”), an Aon Hewitt company, as its executive compensation consultant. Radford reports directly to the Compensation Committee. The Compensation Committee may replace Radford or hire additional consultants at any time. Upon request by the Compensation Committee or its chair, a representative of Radford attends meetings of the Compensation Committee and is available to discuss compensation issues in between meetings.

In connection with its work for the Compensation Committee, Radford has provided various executive compensation services to the Compensation Committee pursuant to a written consulting agreement. Generally, these services included advising the Compensation Committee on the principal aspects of our executive and non-employee director compensation programs and evolving industry practices and providing market information and analysis regarding the competitiveness of our programs design and our award values in relation to performance.

The Compensation Committee retains sole authority to hire any compensation consultant, approve such consultant’s compensation, determine the nature and scope of its services, evaluate its performance, and terminate its engagement. We assessed the independence of Radford pursuant to SEC rules and determined that no known conflict of interest existed that would prevent Radford from serving as an independent consultant to the Compensation Committee.

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The Compensation Committee has reviewed our compensation policies and practices for all employees, including our named executive officers, as they relate to risk management practices and risk-taking incentives, and has determined that there are no risks arising from these policies and practices that are reasonably likely to have a material adverse effect on us.

Nominating and Corporate Governance Committee

The primary purpose of our Nominating and Corporate Governance Committee is to assist our Board of Directors in promoting the best interest of our company and our stockholders through the implementation of sound corporate governance principles and practices. Our Nominating and Corporate Governance Committee held 2 formal meetings, several informal meetings and various actions were approved by unanimous written consent of the committee during fiscal 2025. The functions of our Nominating and Corporate Governance Committee include, among other things:

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identifying, reviewing and evaluating candidates to serve on our Board of Directors;

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determining the minimum qualifications for service on our Board of Directors;

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developing and recommending to our Board of Directors an annual self-evaluation process for our Board of Directors and overseeing the annual self-evaluation process;

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developing, as appropriate, a set of corporate governance principles, and reviewing and recommending to our Board of Directors any changes to such principles; and

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periodically reviewing and evaluating our Nominating and Corporate Governance Committee’s charter.

The Board of Directors has adopted a charter for the Nominating and Corporate Governance Committee, which is available in the corporate governance section of our website at https://www.trawspharma.com/corporate-governance.

Meetings of the Board of Directors

The Board of Directors held 4 formal meetings, several informal meetings and various actions were approved by unanimous written consent of the Board of Directors during fiscal 2025. During fiscal 2025, each director attended at least 75 percent of the aggregate of the total number of meetings of the Board of Directors and the committees on which such director served.

Directors are encouraged, but not required, to attend our annual meetings of stockholders. All of our directors attended the 2025 Annual Meeting of Stockholders.

Director Nomination Process

The process followed by our Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to members of our Board of Directors and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and the Board of Directors.

In determining whether to recommend any particular candidate for inclusion in the Board of Directors’ slate of recommended director nominees, our Nominating and Corporate Governance Committee considers the composition of the Board of Directors with respect to depth of experience, balance of professional interests, required expertise and other factors. The Nominating and Corporate Governance Committee considers the value of diversity when recommending candidates. The committee views diversity broadly to include diversity of experience, skills and viewpoint. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. Our Board of Directors believes that the backgrounds and qualifications of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow it to fulfill its responsibilities.

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Stockholders may recommend individuals to our Nominating and Corporate Governance Committee for consideration as potential director candidates. The Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following the same process and applying the same criteria as it follows for candidates submitted by others.

Stockholders may directly nominate a person for election to our Board of Directors by complying with the procedures set forth in Section 2.2(A) of our bylaws and with the rules and regulations of the SEC. Under our bylaws, only persons nominated in accordance with the procedures set forth in the bylaws will be eligible to be elected to serve as directors. In order to nominate a candidate for service as a director, you must be a stockholder at the time you give the Board of Directors notice of your nomination, and you must be entitled to vote for the election of directors at the meeting at which your nominee will be considered. In addition, the stockholder must have given timely notice in writing to our Secretary. To be timely, a stockholder’s notice must be delivered to the Secretary at our principal executive offices not later than the 90th day, nor earlier than the 120th day, prior to the first anniversary of the prior year’s annual meeting of stockholders (provided, however, that in the event that the date of the annual meeting is more than 30 days before or 60 days after such anniversary date, notice by the stockholder must be delivered no earlier than the 120th day prior to the annual meeting and no later than the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such annual meeting is first made by us).

A stockholder’s notice must set forth (i) the name, age, business address and, if known, residence address of the nominee, (ii) the principal occupation or employment of the nominee, (iii) the class and number of shares of stock of the Company directly or indirectly, owned beneficially or of record by the nominee, (iv) a description of all arrangements or understandings between you and the nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by you, and (v) all other information relating to the nominee that is required to be disclosed in solicitations of proxies for the election of directors in an election contest, or is otherwise required, in each case, pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Nominations for director must be accompanied by the nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected.

Stockholder Communications with the Board of Directors

You can contact our Board of Directors to provide comments, to report concerns, or to ask a question, at the following address.

Chief Executive Officer
Traws Pharma, Inc.
12 Penns Trail
Newtown, PA 18940
United States

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.

Communications are distributed to our Board of Directors or to any individual directors, as appropriate, depending on the facts and circumstances outlined in the communication.

Code of Conduct for Employees, Executive Officers and Directors

We have adopted a code of conduct (the “Code”) applicable to all of our employees, executive officers and directors. If we make any substantive amendments to, or grant any waivers from, the Code for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K. The Code is available in the corporate governance section of our website at https://www.trawspharma.com/corporate-governance. The inclusion of our website address in this filing does not include or incorporate by reference the information on our website into this filing.

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The Audit Committee of our Board of Directors is responsible for overseeing the code of conduct and must approve any waivers of the code of conduct for employees, executive officers or directors.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, employees and other individuals associated with us, as well as by the Companu itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Delinquent Section 16(a) Reports

Pursuant to Section 16(a) of the Exchange Act and the rules issued thereunder, our executive officers, directors and beneficial owners of more than ten percent of our common stock are required to file with the SEC reports of holdings of and transactions in our securities. Copies of such reports are required to be furnished to us. Based solely on a review of the copies of such reports furnished to us, or written representations that no other reports were required, we believe that all required reports were filed in fiscal 2025 in a timely manner, except that (i) Charles Parker, the Company’s Chief Financial Officer, failed to timely file his Form 3; (ii) Nikolay Savchuk, the Company’s Chief Operating Officer and a director of our Board of Directors, and TPAV, LLC, a 10% stockholder of the Company, each inadvertently failed to timely file one transaction on Form 4 relating to transactions in our securities, and (iii) John Leaman, a director of our Board of Directors failed to timely file one transaction on Form 4 relating to transactions in our securities.

ITEM 11. EXECUTIVE COMPENSATION.

Overview of Executive Compensation

The Compensation Committee of our Board of Directors is responsible for overseeing the compensation of all of our executive officers. In this capacity, our Compensation Committee annually reviews and approves the compensation of our (interim) chief executive officer and other executive officers, including such goals and objectives relevant to the executive officers’ compensation that the committee, in its discretion, determines are appropriate, evaluates their performance in light of those goals and objectives, and sets their compensation based on this evaluation.

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2025 Summary Compensation Table

The following table sets forth information for the fiscal years ended December 31, 2025 and 2024 concerning compensation of (i) each individual who served as our principal executive officer during 2025, and (ii) the two most highly compensated executive officers other than our principal executive officers during 2025 that were serving as executive officers of the Company as of December 31, 2025. We refer to these executive officers as our “named executive officers.” The following table shows compensation awarded to or earned by each of our named executive officers for each of the last two or fewer fiscal years during which such individuals were determined to be NEOs.


				Stock	Option	All Other
		Salary	Bonus	Awards	Awards	Compensation	Total
Name and Principal Position	Year	($)	($)(1)	($)(2)	($)(3)	($)(4)	($)
Iain Dukes, D. Phil. (5)	2025	539,000	237,375	86,077	539,472	—	1,401,924
Chief Executive Officer
Werner Cautreels, Ph.D. (6)	2025	166,577	—	11,356	118,801	57,163	353,897
Former Chief Executive Officer	2024	445,769	—	200,000	—	1,813	647,582
Charles Pauza (7)	2025	500,000	180,000	43,037	269,696	21,307	1,014,040
Chief Science Officer
Nikolay Savchuk, Ph.D. (8)	2025	350,000	126,000	38,256	220,554	—	734,810
Chief Operating Officer

⁽¹⁾	Represents discretionary annual bonus amounts earned in the year reported herein.

⁽²⁾

The amounts shown for 2025 and 2024 represent the aggregate grant date fair value related to the grant of restricted stock units (“RSUs”) to our named executive officers in fiscal 2025 and 2024. Aggregate grant date fair value is calculated in accordance with FASB ASC Topic 718 (excluding the effect of any estimate of future forfeitures). Additional information concerning our financial reporting of RSUs is presented in Note 8 to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. See the “Outstanding Equity Awards at 2025 Fiscal Year-End” table below for additional details regarding the RSUs that were granted to our named executive officers in fiscal 2025.

⁽³⁾

The amounts shown for 2025 and 2024 represent the aggregate grant date fair value related to the grant of non-qualified stock options and/or incentive stock options to our named executive officers in fiscal 2025 and 2024. Aggregate grant date fair value is calculated in accordance with FASB ASC Topic 718 (excluding the effect of any estimate of future forfeitures). Additional information concerning our financial reporting of stock options is presented in Note 8 to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. See the “Outstanding Equity Awards at 2025 Fiscal Year-End” table below for additional details regarding the non-qualified stock options that were granted to our named executive officers in fiscal 2025.

⁽⁴⁾

For Dr. Cautreels in 2025, also includes $10,000 payable pursuant to the Separation Agreement and Release of All Claims entered into in connection with his retirement, $45,000 for service as a director of the Board of Directors of the Company, and $2,163 payable as “gross-ups” or other amounts reimbursed during the fiscal year for the payment of taxes. For Mr. Pauza in 2025, this amount includes $13,570 payable for medical insurance expenses and $7,737 payable for “gross-ups” or other amounts reimbursed during the fiscal year for the payment of taxes.

⁽⁵⁾

Dr. Dukes has served as a member of our Board of Directors since April 1, 2024, as Executive Chairman of the Company from April 1, 2024 to April 15, 2025, as Interim Chief Executive Officer of the Company from March 31, 2025 to October 1, 2025 and Chief Executive Officer since October 1, 2025. Dr. Dukes’ 2025 salary reflects his compensation as Executive Chairman (January through March 2025 at an annualized rate of $350,000) and as Chief Executive Officer (April through December 2025 at an annualized rate of $610,000). In 2025 Dr. Dukes was awarded nonqualified stock options with an average grant value of $439,474, incentive stock options with a grant value of $99,998 and RSUs with a grant value of $86,077.

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⁽⁶⁾

Dr. Cautreels was appointed as Chief Executive Officer of the Company on April 1, 2024 in connection with closing of our acquisition of Trawsfynydd. Subsequent to the end of fiscal 2024, effective March 31, 2025, he retired and resigned from his role as Chief Executive Officer of the Company. He continues to serve as a member of our Board of Directors. In 2025 Dr. Cautreels, while serving as a non-employee director of the Board of Directors of the Company, was awarded nonqualified stock options with an average grant value of $118,081, RSUs with a grant value of $11,357, as well as $45,000 in cash compensation for service as a director.

⁽⁷⁾	Mr. Pauza has served as Chief Science Officer, Virology of the Company since April 1, 2024. In 2025 Mr. Pauza was awarded nonqualified stock options with an average grant value of $169,699, incentive stock options with an average grant value of $99,998 and RSUs with an grant value of $43,037.

⁽⁸⁾

Dr. Savchuk has served as Chief Operating Officer and a director of the Company since April 1, 2024. In 2025 Dr. Savchuk was awarded nonqualified stock options with an average grant value of $120,557, incentive stock options with an average grant value of $99,998 and RSUs with an grant value of $38,256.

Employment Agreements

We have entered into employment agreements with each of our named executive officers, and the compensation of our named executive officers is determined, in large part, by the terms of those employment agreements. A summary of the material terms of each named executive officer’s employment agreement is set forth below.

Iain Dukes, D. Phil.

Dr. Dukes has served as a member of our Board of Directors since April 1, 2024 and as Executive Chairman of the Company from April 1, 2024 to April 15, 2025. Effective March 31, 2025, Dr. Dukes was appointed as Interim Chief Executive Officer of the Company. Effective October 1, 2025, Dr. Dukes was appointed Chief Executive Officer of the Company.

We entered into an employment agreement with Dr. Dukes on April 16, 2025 (the “Dukes Employment Agreement”), effective April 1, 2025. The Dukes Employment Agreement has an initial term of one year, unless terminated sooner by Dr. Dukes or the Company, and the term automatically renews for additional one-year periods, unless either party provides written notice of termination at least 90 days prior to the end of the applicable term. The Company’s failure to renew the agreement does not, by itself, constitute termination without Cause or Good Reason.

The Dukes Employment Agreement provides for an initial base salary at an annualized rate of $610,000, subject to annual review and adjustment by the Compensation Committee or the Board. Subject to the Board’s or Compensation Committee’s sole discretion, Dr. Dukes is eligible to receive a discretionary annual bonus with a target of 50% of his base salary, evaluated on the basis of pre-set annual bonus goals. Any annual bonus may be paid in the form of cash, stock options, shares of Common Stock, or a combination thereof, at the Board’s or Compensation Committee’s discretion.

Dr. Dukes is entitled to participate in any employee benefit plans or programs made generally available to similarly situated employees, including health insurance, a flexible spending account, and 401(k) participation. Dr. Dukes is entitled to four weeks of vacation each year. The Company reimburses Dr. Dukes for all reasonable business expenses incurred in connection with his employment. The Dukes Employment Agreement contains confidentiality and intellectual property assignment provisions. Dr. Dukes’ position is a full-time position, and Dr. Dukes has agreed to devote his full-time effort, attention, and energies to his duties, subject to pre-approved outside activities set forth in the agreement.

Pursuant to the Dukes Employment Agreement, if Dr. Dukes’ employment is terminated for any reason, including death, disability or for Cause, we are obligated to pay to Dr. Dukes or his spouse or estate, as applicable, the balance of his accrued and unpaid base salary, unreimbursed expenses, and unused accrued vacation time through the termination date.

Additionally, pursuant to the Dukes Employment Agreement, if Dr. Dukes’ employment is terminated by us without “Cause” or by Dr. Dukes for “Good Reason” on or prior to the first anniversary of the effective date (April 1, 2026), other than during the Change in Control Protection Period, Dr. Dukes would be entitled to receive only the accrued amounts

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described above. If such termination occurs after the first anniversary of the effective date and outside the Change in Control Protection Period, Dr. Dukes would be entitled to receive, for each full month of service rendered after the first anniversary of the effective date (up to a maximum of 12 months), one month of severance payments equal to one-twelfth of the sum of (i) his then-current base salary and (ii) his target bonus, payable in installments during the applicable severance period in accordance with the Company’s usual payroll practices. If such termination occurs during the Change in Control Protection Period (the 12-month period following a Change in Control), Dr. Dukes would be entitled to receive one and one-half times the sum of (i) his then-current base salary and (ii) target bonus, payable in a lump sum.

In addition, for each full month of service rendered after the first anniversary of the effective date (up to a maximum of 12 months), one-twelfth of any outstanding unvested time-based equity awards previously awarded to Dr. Dukes would become fully vested as of the date of termination, and any then-approved, accrued and unpaid annual bonus for the fiscal year ended immediately prior to the termination date would be paid. The Company would also pay Dr. Dukes’ COBRA premiums for a corresponding number of months (up to a maximum of 12 months) following a qualifying termination, or for 18 months following a qualifying termination during the Change in Control Protection Period. As a condition to receive the foregoing severance benefits, Dr. Dukes must deliver to the Company an effective release and waiver of claims and continue to comply with the confidentiality and intellectual property covenants set forth in the Dukes Employment Agreement.

The Dukes Employment Agreement also provides that in the event of a change in ownership or control under Section 280G of the Internal Revenue Code, if any payment to Dr. Dukes would constitute an “excess parachute payment,” the aggregate present value of the payments shall be reduced (but not below zero) to the amount that maximizes Dr. Dukes’ net after-tax benefit, but only if such reduction would provide a greater net after-tax benefit than no reduction.

Werner Cautreels, Ph.D.

We entered into an employment agreement with Dr. Cautreels on April 1, 2024 (the “Cautreels Employment Agreement”) in connection with our acquisition of Trawsfynydd. The Cautreels Employment Agreement had an initial term of one year, unless terminated sooner by Dr. Cautreels or the Company, and the term was to renew for additional one year periods, unless either party provided written notice of termination at least 90 days prior to the end of the applicable term.

The Cautreels Employment Agreement provided for an initial base salary of $610,000, subject to adjustment upon annual review. Subject to the Board of Directors’ or Compensation Committee’s sole discretion, Dr. Cautreels was eligible for an annual bonus, with a target amount equal to 50% of his base salary (i.e., target bonus), based on the performance of Dr. Cautreels and the Company. The annual bonus may be paid in the form of cash, stock options, shares of our common stock, or a combination thereof, at our Board of Directors’ or Compensation Committee’s discretion. Additionally, the Cautreels Employment Agreement provided for the grant of 8,000 RSUs as an inducement for Dr. Cautreels to join the Company, which RSUs will vest as to 25% on the first anniversary of the grant date and the remainder will vest in substantially equal annual installments for three years thereafter, subject to his continued service to the Company. The RSUs were granted as inducement awards under Rule 5635(c)(4) of the Nasdaq Stock Market Listing Rules and were granted outside of the Company’s 2021 Incentive Compensation Plan (as amended, the “2021 Plan”).

Dr. Cautreels was entitled to participate in all of our employee benefit plans and programs that are made generally available from time to time to our executive officers and was entitled to up to four weeks of vacation each year. The Cautreels Employment Agreement contains non-solicitation, non-competition, confidentiality and inventions assignment provisions that, among other things, prevent him from competing with us during the term of his employment and for a specified time thereafter. The Company was also obligated to reimburse Dr. Cautreels for reasonable business expenses, including certain travel and cell phone expenses.

Pursuant to the Cautreels Employment Agreement, if Dr. Cautreels’ employment was terminated for any reason, we were obligated to pay to Dr. Cautreels or his spouse or estate, as applicable, the balance of his accrued and unpaid salary, unreimbursed expenses, and unused accrued vacation time through the termination date.

Additionally, pursuant to the Cautreels Employment Agreement, if Dr. Cautreels’ employment was terminated by us without “cause” or by Dr. Cautreels for “good reason,” other than during the 12-month period following a change in control

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of the Company, Dr. Cautreels would be entitled to receive the sum of (i) his current base salary and (ii) target bonus, payable in installments over 12 months. If the termination was during the 12-month period following a change in control of the Company, Dr. Cautreels would be entitled to receive one and one-half times the sum of (i) his current base salary and (ii) target bonus, payable in a lump sum. The Company would also be obligated to reimburse Dr. Cautreels for the employer’s portion of his medical insurance costs under COBRA for 12 months if Dr. Cautreels’ termination occurred other than during the 12-month period following a change in control of the Company or for 18 months if Dr. Cautreels’ termination occurs during the 12 month-period following a change in control of the Company. In addition, all of Dr. Cautreels’ outstanding unvested equity awards as of the date of such termination would fully vest as of the date of termination and any accrued, approved and unpaid annual bonus for the year prior to the termination date would be paid. As a condition to receive the forgoing severance benefits, Dr. Cautreels was obligated to deliver to the Company an effective release and waiver of claims and continue to comply with the non-solicitation, non-competition, confidentiality and inventions assignment covenants set forth in the Cautreels Employment Agreement.

Dr. Cautreels retired and resigned from his position as Chief Executive Officer on March 31, 2025. In connection with his retirement, on March 31, 2025, the Company and Dr. Cautreels entered into a Separation Agreement and Release of all Claims, pursuant to which the Company agreed to pay Dr. Cautreels $10,000 (less standard deductions and withholdings), payable in a single lump sum, which amount includes all amounts due and payable to Mr. Cautreels through the termination date. In exchange for such payment, Dr. Cautreels provided the Company with a general release and waiver of claims, and agreed to be bound by certain restrictive covenants, including those relating to non-disparagement and confidentiality.

Additionally, on March 31, 2025, the Company and Dr. Cautreels entered into a Consulting Services Agreement (the “Consulting Agreement”), pursuant to which Dr. Cautreels agreed to provide certain consultancy services to the Company for the period from April 1, 2025 to December 31, 2025, subject to earlier termination or extension pursuant to the Consulting Agreement. Pursuant to the Consulting Agreement, the Company shall pay Dr. Cautreels $10,000 per month as compensation for services to be rendered during the term of the Consulting Agreement.

Charles Pauza

Mr. Pauza has served as Chief Science Officer of the Company since April 1, 2024 on an at-will basis pursuant to an employee offer letter. Mr. Pauza’s 2025 base salary was $500,000. Subject to the Compensation Committee’s sole discretion, Mr. Pauza is eligible for an annual bonus, of up to 40% of his base salary (i.e., target bonus), based on the performance of Mr. Pauza and the Company. Mr. Pauza earned a bonus of $180,000 for fiscal year 2025.

Nikolay Savchuk, Ph.D.

Dr. Savchuk has served as Chief Operating Officer and a director of the Company since April 1, 2024 on an at-will basis pursuant to an employee offer letter. Dr. Savchuk’s 2025 base salary was $350,000. Subject to the Compensation Committee’s sole discretion, Dr. Savchuk is eligible for an annual bonus, of up to 40% of his base salary (i.e., target bonus), based on the performance of Dr. Savchuk and the Company. Dr. Savchuk earned a bonus of $126,000 for fiscal year 2025.

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Outstanding Equity Awards at 2025 Fiscal Year-End

The following table contains certain information regarding equity awards held by the named executive officers as of December 31, 2025:


		Option Awards(1)					Stock Awards
										Equity Incentive	Equity Incentive
										Plan Awards:	Plan Awards:
		Number of		Number of			Number of		Market Value	Number of	Market or Payout
		Securities		Securities			Shares or		of Shares or	Unearned	Value of
		Underlying		Underlying			Units of		Units of	Shares,	Unearned Shares,
		Unexercised		Unexercised	Option		Stock That		Stock That	Units or Other	Units or Other
		Options		Options	Exercise	Option	Have Not		Have Not	Rights That	Rights That Have
		Exercisable		Unexercisable	Price	Expiration	Vested		Vested	Have Not Vested	Not Vested
Name		(#)		(#)	($)	Date	(#)		($)	(#)	($)
Iain Dukes
		152,116	(4)	—	1.75	11/1/2033
							2,025	(2)	2,288
		—		33,222	3.01	10/12/2035
		—		31,617	3.01	10/12/2035
		—		147,771	2.33	12/12/2035
							36,943		41,476
Werner Cautreels
							6,000	(2)	6,780
		—		23,000	1.65	6/19/2035
		—		11,530	3.01	10/12/2035
		—		19,496	2.33	12/12/2035
							4,874		5,508
Charles Pauza
		20,130	(3)	—	0.25	12/13/2031
		13,326	(3)	—	1.75	11/1/2033
							2,925	(2)	3,305
		—		32,406	3.01	10/12/2035
		—		1,054	2.33	12/12/2035
		—		72,832	2.33	12/12/2035
							18,471		20,872
Nikolay Savchuk
		152,116	(4)	—	1.75	11/1/2033
							2,025	(2)	2,288
		—		22,435	3.01	10/12/2035
		—		13,935	2.33	12/12/2035
		—		51,741	2.33	12/12/2035
							16,419		18,553

(1)	Unless otherwise noted, all unvested option awards vest 100% on the first year anniversary of the grant date.

(2)	These are RSUs issued as inducement grants outside of the Company’s incentive plans in accordance with Nasdaq Listing Rules that vest over four years: 25% on the first anniversary; 25% on the second anniversary; 25% on the third anniversary; and 25% on the further anniversary.

(3)	Options vested in 24 equal monthly installments.

(4)	Options vested 100% on grant date.

Potential Payments Upon Termination of Employment or Change in Control

As discussed under the section of this filing entitled “Employment Agreements” above, we have agreements with our named executive officers pursuant to which they will receive severance payments upon certain termination events. The information below describes certain compensation that would be available under our existing plans and arrangements if (i) the named executive officer was terminated as of December 31, 2025 or (ii) if a Change in Control, as defined in the applicable employment agreement or plan, occurred on December 31, 2025 and the named executive officer’s employment had been subsequently terminated on the same date.

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Acceleration of Equity Awards in connection with a Change in Control

Pursuant to the terms of each named executive officer’s option agreements reflecting options granted under the Company’s 2018 Omnibus Incentive Compensation Plan, as previously amended (the “2018 Plan”), applicable award agreements reflecting options and RSUs granted under the 2021 Plan and the applicable award agreement reflecting cash-settled stock appreciation rights and cash-settled PSUs, in the event of a “Change in Control” in which the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) and the awards are assumed by, or replaced with awards with comparable terms by, the surviving corporation (or parent or subsidiary of the surviving corporation) and the named executive officer’s employment or service is terminated without “Cause” or the named executive officer terminates his employment for “Good Reason” (as such terms are defined in the applicable award agreement), all such awards shall fully vest and, if applicable, become exercisable, upon termination of employment or service. In the event that the surviving corporation (or a parent or subsidiary of the surviving corporation) does not assume or replace the awards with grants that have comparable terms, and named executive officer is employed by, or providing services to, the Company and its subsidiaries on the date of the Change in Control, all awards granted pursuant to such award agreements shall fully vest and, if applicable, become exercisable.

Termination Other than for Cause, Death or Disability; Resignation for Good Reason

The outstanding options, RSUs and stock appreciation rights held by our named executive officers will vest and, if applicable, become exercisable in the event that the named executive officer’s employment or service is terminated without “Cause” or the named executive officer terminates his employment for “Good Reason” (as such terms are defined in the applicable award agreement).

Director Compensation

The following table summarizes compensation paid to our non-employee directors in fiscal 2025.


		Fees Earned or		Stock		Option		All Other
Name		Paid in Cash ($)		Awards ($) (1) (2)		Awards ($) (1) (2)		Compensation ($)	Total ($)
Jack E. Stover (3)		196,500		14,346		130,041		—	340,887
M. Teresa Shoemaker		71,500		14,346		130,041		—	215,887
Trafford Clarke, Ph.D.		69,500		14,346		130,041		—	213,887
Werner Cautreels, Ph.D. (4)		45,000		11,356		118,081		—	174,437
John Leaman, MD (5)		13,125		9,455		65,153		—	87,733

(1)

The amounts shown represent the aggregate grant date fair value related to the grant of non-qualified stock options and/or RSUs to our non-employee directors during fiscal 2025, calculated in accordance with FASB ASC Topic 718. These stock options and RSUs vest on the first anniversary of the grant, and the stock options expire ten years after the grant date and are subject to the director’s continued service. Additional information concerning our financial reporting of stock options is presented in Note 8 to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.

(2)

As of December 31, 2025, the aggregate number of outstanding stock option awards held by each non-employee director was: Mr. Stover—94,214; Dr. Clarke—81,598; Ms. Shoemaker—80,777; and Dr. Cautreels—54,026. As of December 31, 2025, the aggregate number of stock appreciation rights held by each non-employee director was: Ms. Shoemaker—334; and Mr. Stover—334. As of December 31, 2025, the aggregate number of RSUs held by each non-employee director was: Dr. Clarke—6,157; Ms. Shoemaker—6,157; Dr. Cautreels—10,874; and Mr. Stover—6,157.

(3)

Mr. Stover was appointed as Chairman of the Board of Directors on April 15, 2025. In connection with his appointment as Chairman, the Board approved the payment of an aggregate of $120,000 in cash for services to be rendered as Chairman during the period from April 15, 2025 through December 31, 2025.

(4)

Dr. Cautreels retired and resigned from his role as Chief Executive Officer of the Company effective March 31, 2025. He has continued to serve as a non-employee member of our Board of Directors since that date. Amounts shown in this table reflect only compensation earned by Dr. Cautreels for his service as a non-employee director. Compensation

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earned by Dr. Cautreels as Chief Executive Officer during January through March 2025 is reported in the Summary Compensation Table above.

(5)	Dr. Leaman was appointed as a non-employee director on October 1, 2025.

In June 2013, our Board of Directors approved a non-employee director compensation policy, which became effective for all non-employee directors in July 2013 and has been amended from time to time since the adoption of such policy. In September 2024, our Board of Directors revised its non-employee director compensation policy to change the equity award value members of our Board of Directors would receive, based on a benchmarking study comparing our director compensation to a group of comparable peer companies; cash stipend amounts remain unchanged. Under the new policy, each non-employee director is entitled to receive an annual equity award with a grant date value of $28,400 for the applicable fiscal year, which is to be awarded at the first Board of Directors meeting after the Company’s annual meeting of stockholders for that year; provided, however, that for the first Board meeting following the Company’s 2024 Annual Meeting, each non-employee director received stock options with a grant date value of $59,000 (options to purchase 15,780 shares of Company common stock). Additionally, pursuant to the new policy, each new non-employee director receives an option with a grant date value of $59,000 on the date service commences.

In accordance with this policy, each non-employee director is entitled to receive an annual base retainer of $45,000. In addition to the equity compensation discussed above, our non-employee directors are entitled to receive the following cash compensation for board services, as applicable:

●

the chair of our Board of Directors, when the chair is not an employee, receives an additional annual retainer of $30,000;

●

each member of our Audit, Compensation and Nominating and Corporate Governance Committees received an additional retainer of $7,500, $5,000 and $4,000, respectively; and

●

each chairperson of our Audit, Compensation and Nominating and Corporate Governance Committees received an additional annual retainer of $15,000, $10,000 and $8,000, respectively, in addition to the retainer received for service as a member of such committee.

Notwithstanding the foregoing, on April 15, 2025, in connection with Mr. Stover’s appointment as Chairman, our Board of Directors approved the payment of an aggregate of $120,000 in cash to Mr. Stover for services to be rendered by Mr. Stover as Chairman of the Board of Directors during the period commencing April 15, 2025 through December 31, 2025, after which the Chairman retainer is expected to revert back to the typical annual retainer of $30,000.

All amounts are paid in quarterly installments. To the extent that an individual serves as a non-employee director for less than a full year, he or she shall be entitled to receive a pro-rata portion of the above amounts based on the percentage of the year for which he or she serves in such role.

All of our directors are eligible to receive additional discretionary awards under the 2021 Plan, subject to the annual limit set forth in the 2021 Plan.

We reimburse each non-employee director for out-of-pocket expenses incurred in connection with attending our Board of Directors and committee meetings. Compensation for our directors, including cash and equity compensation, is determined, and remains subject to adjustment, by our Board of Directors.

Equity Award Grant Timing

We do not have a written policy in place regarding the timing of the grant and issuance of stock options in relation to the release of material non-public information. Historically, we have typically granted option awards in the first quarter of the year, to the extent that options are awarded as a component of annual bonuses, shortly after the completion of our annual meeting of shareholders, and as may otherwise be deemed appropriate by our Board of Directors or Compensation

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Committee from time to time based on the facts and circumstances, as applicable. We have not intentionally timed the grant of stock options in anticipation of the release of material nonpublic information, nor have we intentionally timed the release of material nonpublic information based on stock option grant dates.

The date on which an equity award is granted is the date specified in the resolutions of the Board of Directors or Compensation Committee, as applicable, authorizing the grant. The grant date must fall on or after the date on which the resolutions are adopted by the Board of Directors or Compensation Committee. For stock options, the exercise price is the closing sale price of the Company’s common stock on the grant date, as reported by the Nasdaq Capital Market, or as otherwise required or permitted by the applicable equity plan under which the option is granted. Under our equity plans, the per share exercise price of an option cannot be less than the fair market value of a share of our common stock on the date of grant.

During fiscal year 2025, we did not grant stock options (or similar awards) to any of our named executive officers during the period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information regarding the beneficial ownership of our common stock as of April 24, 2026 by (a) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock, (b) each of our named executive officers identified under the heading, “2025 Summary Compensation Table,” (c) each of our directors, and (d) all of our executive officers and directors as a group.

The percentage of common stock outstanding is based on 15,150,669 shares of common stock outstanding on April 24, 20256. For purposes of the table below, and in accordance with the rules of the SEC, we deem shares of common stock subject to warrants and options that are currently exercisable or exercisable within sixty days of April 24, 2026 to be outstanding and to be beneficially owned by the person holding the warrants and options for the purpose of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise noted, we believe that each of the persons or entities in this table has sole voting and investing power with respect to all of the shares of common stock beneficially owned by him, her or it, subject to community property laws, where applicable. Except as otherwise noted below, the street address of each beneficial owner is c/o Traws Pharma, Inc., 12 Penns Trail, Newtown, PA 18940.


		Number of Shares		Percentage of Shares
Name and Address of Beneficial Owner		Beneficially Owned		Beneficially Owned
5% or greater stockholders:
Silv Fund Ltd. (1)		1,995,883		12.69	%
OrbiMed Advisors LLC (2)		1,203,260		7.94	%
Perceptive Advisors LLC (3)		886,887		5.85	%
Ally Bridge Medalpha Master Fund L.P. (4)		1,197,918		7.70	%
Ikarian Healthcare Master Fund, L.P.(5)		812,524		5.32	%

Directors, Director Nominees and Named Executive Officers:
Iain Dukes, D. Phil. (6)		233,983		1.53	%
Charles Pauza (7)		35,406		*
Werner Cautreels, Ph.D. (8)		123,348		*
Trafford Clarke, Ph.D. (9)		45,439		*
Nikolay Savchuk, Ph.D. (10)		659,969		4.24	%
M. Teresa Shoemaker (11)		44,618		*
Jack E. Stover (12)		58,055		*
John Leaman, MD		—		—
All current executive officers and directors as a group (11 persons) (13)		1,206,102		7.57	%

*	Represents a beneficial ownership of less than one percent of our outstanding shares of common stock.

(1)

Based on our records. Includes (i) 1,388,527 shares directly held by Silv Fund Ltd., (ii) 565,792 shares issuable upon exercise of pre-funded warrants issued to Silv Fund Ltd., which are currently exercisable subject to certain beneficial ownership limitation terms set forth within such pre-funded warrants, (iii) 29,531 shares directly held by Manatee Access Fund LP, which may be viewed as an affiliate of Silv Fund Ltd., and (iv) 12,033 shares issuable upon exercise of pre-funded warrants issued to Manatee Access Fund LP, which are currently exercisable subject to certain beneficial ownership limitation terms set forth within such pre-funded warrants. The address of both entities is 1674 Meridian Avenue, Suite 320 Miami Beach, FL 33139.

(2)

Based on our records and a Form 4 filed by OrbiMed on April 28, 2026 with the SEC. These shares are held of record by OPI VIII. OrbiMed Capital GP VIII LLC (“GP VIII”), is the general partner of OPI VIII. OrbiMed Advisors is the managing member of GP VIII. By virtue of such relationships, OrbiMed Advisors and GP VIII may be deemed to have voting power and investment power over the securities held by OPI VIII and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter

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Neild, each of whom disclaims beneficial ownership of the securities held by OPI VIII. The address of OrbiMed Advisors is 601 Lexington Avenue, 54th Floor, New York, NY 10022.

(3)

Based on our records and a Schedule 13G/A filed by Perceptive Advisors LLC (“Perceptive Advisors”) with the SEC on November 14, 2026. Perceptive Advisors shares voting and dispositive power over the shares of common stock with Perceptive Life Sciences Master Fund, Ltd and Joseph Edelman. Mr. Edelman serves as the Managing Member of Perceptive Advisors. The address of Perceptive Advisors is 51 Astor Place, 10th Floor, New York, NY 10003.

(4)

Based on our records. Includes (i) 393,118 shares directly held by Ally Bridge Medalpha Master Fund L.P., (ii) 205,841 shares issuable upon exercise of pre-funded warrants issued to Ally Bridge Medalpha Master Fund L.P., which are currently exercisable subject to certain beneficial ownership limitation terms set forth within such pre-funded warrants, (iii) 393,118 shares directly held by Ally Bridge Medalpha Long Opportunities Fund L.P., which may be viewed as an affiliate of Ally Bridge Medalpha Master Fund L.P., and (iv) 205,841 shares issuable upon exercise of pre-funded warrants issued to Ally Bridge Medalpha Long Opportunities Fund L.P., which are currently exercisable subject to certain beneficial ownership limitation terms set forth within such pre-funded warrants. The address of both entities is c/o Ally Bridge Group (NY) LLC 430 Park Avenue, 12^th Floor New York, NY 10022.

(5)

Includes 134,382 shares of common stock issuable upon exercise of outstanding warrants that are currently exercisable or exercisable or exercisable within sixty days of February 17, 2026. Based on a Schedule 13G/A filed by Ikarian Capital, LLC (“Ikarian”) and Neil Shahrestani on February 17, 2026 with the SEC. Ikarian is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and serves as investment manager to Ikarian Healthcare Master Fund, L.P. (the “Fund”) and as sub-adviser to the managed accounts, and may be deemed to have beneficial ownership of the securities through the investment discretion it has over the Fund and the managed accounts. Ikarian is ultimately controlled, indirectly, by Mr. Shahrestani. Accordingly, Mr. Shahrestani may be deemed to indirectly beneficially own securities beneficially owned by Ikarian. The Fund disclaims beneficial ownership of the shares held by the managed accounts. The managed accounts disclaim beneficial ownership of the shares held by the Fund. The address of Ikarian is c/o Ikarian Capital, LLC, 100 Crescent Court, Suite 1620, Dallas, Texas 75201.

(6)	Includes 80,517 shares of common stock, 1,350 RSUs that have vested or are scheduled to vest within sixty days of April 24, 2026, and 152,116 shares of common stock issuable upon the exercise of options that are currently exercisable or exercisable within sixty days of April 24, 2026.

(7)	Includes 33,456 shares of common stock issuable upon the exercise of options that are exercisable within sixty days of April 24, 2026 and 1,950 RSUs that have vested or are scheduled to vest within sixty days of April 24, 2026.

(8)	Includes 96,348 shares of common stock, 23,000 shares of common stock issuable upon the exercise of options that are exercisable within sixty days of April 24, 2026 and 4,000 RSUs that have vested or are scheduled to vest within sixty days of April 24, 2026.

(9)	Includes 45,439 shares of common stock issuable upon the exercise of options that are currently exercisable or exercisable within sixty days of April 24, 2026.

(10)

Includes 251,227 shares of common stock, 255,276 shares of common stock issuable upon conversion of outstanding shares of Series C Non-Voting Convertible Preferred Stock that are currently convertible, 1,350 RSUs that are scheduled to vest within sixty days of April 24, 2026, and 152,116 shares of common stock issuable upon the exercise options that are currently exercisable or exercisable within sixty days of April 24, 2026. Does not include shares of common stock owned by Viriom, Inc. or TPAV, LLC, for which Mr. Savchuk disclaims beneficial ownership.

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(11)	Includes 44,618 shares of common stock issuable upon the exercise of options that are currently exercisable or exercisable within sixty days of April 24, 2026.

(12)	Includes 58,055 shares of common stock issuable upon the exercise of options that are currently exercisable or exercisable within sixty days of April 24, 2026.

(13)

Includes shares beneficially owned by Victor Moyo, who serves as the Company’s Chief Medical Officer, Oncology, Charles Parker, who serves as the Company’s Chief Financial Officer, and Robert Redfield, M.D., who serves as the Company’s Chief Medical Officer, as well as Iain Dukes, Charles Pauza, Werner Cautreels, Nikolay Savchuk, Trafford Clarke, M. Teresa Shoemaker, Jack E. Stover, and John Leaman.

Equity Compensation Plan Information

The following table summarizes the total number of outstanding awards and shares available for other future issuances of options under our equity compensation plans as of December 31, 2025.


							Number of Shares
		Number of Shares to					Remaining Available
		be Issued Upon		Weighted-Average			for Future Issuance
		Exercise of		Exercise Price of			Under the Equity
		Outstanding		Outstanding			Compensation Plan
		Options,		Options,			(Excluding Shares in
Plan Category		Warrants and Rights		Warrants and Rights			First Column)
Equity compensation plans approved by stockholders		1,479,929	(1)	$	8.67	(2)	827,845	(3)
Equity compensation plans not approved by stockholders		386,747	(4)	$	1.24	(2)	—
Total		1,866,676					827,845

(1)	Consists of stock options and RSUs granted under our 2013 Equity Compensation Plan, 2018 Plan and the 2021 Plan (collectively, the “Plans”).

(2)	The weighted average exercise price is calculated based solely on the outstanding stock options. It does not take into account the shares issuable upon vesting of outstanding RSU awards, which have no exercise price.

(3)	Consists of shares remaining available for issuance under our 2021 Plan.

(4)

Consists of (i) 21,200 shares of common stock underlying outstanding RSUs issued as inducement awards outside of the Plans in April 2024 in accordance with Nasdaq Listing Rules, and (ii) stock options to purchase 365,547 shares of common stock that were assumed by the Company in connection with our acquisition of Trawsfynydd. No additional awards may be granted under the Trawsfynydd Therapeutics, Inc. 2021 Stock Plan, pursuant to which such assumed stock options were initially granted.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Review and Approval of Related Person Transactions

The Audit Committee of our Board of Directors is charged with the responsibility of reviewing and approving all related person transactions (as defined in SEC regulations) and periodically reassessing any related person transaction that we enter to ensure continued appropriateness. This responsibility is set forth in our Audit Committee charter. A related party transaction will only be approved if the Audit Committee determines that the transaction is in the best interests of the Company. If a director is involved in the transaction, he or she will recuse himself or herself from all decisions regarding the transaction.

After our acquisition of Trawsfynydd on April 1, 2024, the Company had the following related party transactions, all of which have been approved by the Board and the Audit Committee as deemed necessary:

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Prior to our acquisition of Trawsfynydd, on January 5, 2022, Trawsfynydd entered into a Master Research and Development Agreement with Viriom, Inc. (“Viriom”), pursuant to which Viriom provided services related to virology to Trawsfynydd prior to the Merger and continues to provide services to the Company. Nikolay Savchuk, Chief Operating Officer of the Company and a member of our Board of Directors, serves as President of Viriom and as a member of its board of directors, and Iain Dukes, Chief Executive Officer of the Company and a member of our Board of Directors, served as Chief Executive Officer of Viriom until December 2024. Dr. Savchuk has investment control of Viriom and indirectly holds a significant number of its shares of common stock through AAAn LLC, a limited liability company of which Dr. Savchuk is the managing member and equity holder. Dr. Robert R. Redfield, M.D., our Chief Medical Officer, serves as a strategic advisor and member of Viriom’s board of directors. Additionally, Dr. C. David Pauza Ph.D., our Chief Science Officer, served as the Chief Science Officer of Viriom until April 1, 2024, after which time he resigned from any position with Viriom; and Iain Dukes, Executive Chairman of the Company, served as Chief Executive Officer of Viriom and as a member of its board of directors. On September 9, 2025, the Company and Viriom entered into an Asset Purchase Agreement, pursuant to which the Company purchased certain intellectual property assets related to a pyrrolidine antiviral compound program, including issued patents, pending patent applications and related rights, from Viriom in exchange for $2,350,000 in cash. Effective December 2025, Viriom was sold to an unrelated third party and is no longer a related party to the Company. During the period from January 1, 2025 through December 2025 and the year ended December 31, 2024, the Company incurred R&D expense of $244,000 and $128,000, respectively, in the Company’s consolidated statements of operations related to Viriom’s services. As of December 31, 2025, the Company owed Viriom $15,000, which was included in accounts payable in the Company’s consolidated balance sheets.

Prior to our acquisition of Trawsfynydd, on January 20, 2023, Trawsfynydd entered into a License Agreement (the “Viriom License Agreement”) with Viriom, pursuant to which Trawsfynydd obtained an exclusive, royalty-free, sublicensable, world-wide license to certain Viriom patents, applications, and technical information (collectively, the “Viriom Licensed IP”) to make, have made, use, sell, offer for sale and import several classes of novel compounds related to the treatment and prevention of viral diseases, specifically for use of the Viriom Licensed IP in the development of treatment and methods to prevent viral disease in Canada, China, the European Union, Hong Kong, Japan, the United States and all areas covered by PCT applications for the Viriom Licensed IP. No annual license fees, royalties, or milestone payments are required. Additionally, pursuant to the Viriom License Agreement, Trawsfynydd obtained the right to control prosecution, defense of infringement and enforcement. As a result of the Merger, the rights and obligations of Trawsfynydd under the Viriom License Agreement were transferred to the Company (through its subsidiaries).

Prior to our acquisition of Trawsfynydd, on September 23, 2022, Trawsfynydd entered into a Master Research and Development Agreement with ChemDiv, Inc. (“ChemDiv”). Pursuant to the Master Research and Development Agreement, ChemDiv provided services related to preclinical drug discovery to Trawsfynydd prior to the acquisition and continues to provide services to the Company. Dr. Nikolay Savchuk, Chief Operating Officer of the Company and a member of our Board of Directors, is a stockholder of ChemDiv and a member of its board of directors. During the years ended December 31, 2025 and 2024, the Company incurred R&D expense of $2,425,000 and $460,000, respectively, in the Company’s consolidated statements of operations related to ChemDiv’s services. As of December 31, 2025, the Company owed ChemDiv $63,000, which was included in accounts payable in the Company’s consolidated balance sheets.

Prior to our acquisition of Trawsfynydd, on September 1, 2022, Trawsfynydd entered into a Master Research and Development Agreement with Expert Systems, Inc. (“Expert”). Pursuant to the Master Research and Development Agreement, Expert provided drug development and consulting services to Trawsfynydd prior to the acquisition and continued to provide services to the Company. An immediate family member of Dr. Savchuk had a significant ownership interest in Expert. Effective April 1, 2025, Dr. Savchuk’s family member divested his ownership interests in Expert and Expert is no longer a related party. During the period from January 1, 2025 through April 1, 2025, the Company incurred immaterial expenses related to Expert’s services. As of December 31, 2025, the Company did not owe Expert for services provided while Expert was a related party. During the year ended December 31, 2024, $149,000 was expensed as R&D in the Company’s consolidated statements of operations related to Expert’s services.

Pursuant to a Securities Purchase Agreement entered into by the Company and TPAV LLC (“TPAV”) on April 1, 2024 in connection with our acquisition of Trawsfynydd, TPAV purchased 13,489 shares of Company common stock and 1,070.93 shares of Series C Preferred Stock for an aggregate purchase price of $9,499,995. Nikolay Savchuk, the Company’s Chief Operating Officer and a member of our Board of Directors, serves as the sole manager on the board of managers of TPAV.

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Additionally, pursuant to a Securities Purchase Agreement entered into by and between the Company and various investors on December 29, 2024 (the “December 2024 Purchase Agreement”), TPAV purchased 96,348 Class B Units, consisting of pre-funded warrants to purchase 96,348 shares of Company common stock and Series A Warrants to purchase 96,348 shares of Company common stock for an aggregate purchase price of $491,664.

Werner Cautreels, our former Chief Executive Officer and a member of our Board of Directors, also purchased 96,348 Class B Units, consisting of pre-funded warrants to purchase 96,348 shares of Company common stock and Series A Warrants to purchase 96,348 shares of Company common stock for an aggregate purchase price of $491,664 pursuant to the December 2024 Purchase Agreement.

See “Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition” above for a discussion regarding the independence of the members of our Board of Directors.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Fees of Independent Registered Public Accounting Firms

We engaged KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm on July 16, 2024. Prior to that, including for part of the 2024 fiscal year and all of the 2023 fiscal year, Ernst & Young LLP (“E&Y”) served as the Company’s independent registered public accounting firm. E&Y was dismissed as the Company’s independent registered public accounting firm on July 16, 2024. The Company disclosed the change in auditors in a Current Report on Form 8-K filed with the SEC on July 19, 2024.

The following table summarizes the fees of KPMG (Philadelphia, PA, PCAOB ID: 185) and E&Y (Philadelphia, PA, PCAOB ID: 42), our independent registered public accounting firms for fiscal 2025 and 2024, billed to us for each of the last two fiscal years.


Fee Category		Fiscal 2025			Fiscal 2024
Audit Fees(1)		$	638,135		$	720,000
Audit-Related Fees(2)			—			—
Tax Fees(3)			—			—
Total Fees		$	638,135		$	720,000

(1)

Audit fees include fees for professional services rendered in connection with the audit of our annual financial statements for fiscal years 2025 and 2024 and for reviews of our quarterly financial statements and those services normally provided in connection with statutory or regulatory filings or engagements including comfort letters, consents and other services related to SEC matters.

(2)	Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and the review of our consolidated financial statements and which are not reported under “Audit Fees.”

(3)	Tax fees for fiscal 2025 and fiscal 2024 include fees for tax advice, tax return preparation assistance and review.

Pre-Approval Policies and Procedures

Our Audit Committee’s policy is that all audit services and all non-audit services to be provided to us by our independent registered public accounting firm must be approved in advance by the Audit Committee. The Audit Committee’s approval procedures include the review and approval of engagement letters from our independent registered public accounting firm that document the fees for all audit services and non-audit services, primarily tax advice and tax return preparation and review.

All audit services in fiscal 2025 were pre-approved by our Audit Committee. KPMG did not provide any non-audit services in fiscal 2025.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Documents filed as part of the Annual Report on Form 10-K, as amended by this Amendment:

(1) Financial Statements. See Part II, Item 8, which appears on Page 71 of the Original Form 10-K.

(2) Financial Statement Schedules. All schedules have been omitted from the Original Form 10-K and this Amendment because they are not required or because the required information is given in the Financial Statements or Notes thereto set forth under Item 8 of the Original 10-K.

(b) The exhibits listed in Part IV, Item 15(b) of the Original 10-K and the exhibits listed below are filed with, or incorporated by reference into, this report.


Exhibit Number		Exhibit Description
31.3#		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4#		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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 (formatted as Inline XBRL and contained in Exhibit 101 attachments)

#	Filed herewith.

†

The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: April 30, 2026
	Traws Pharma, Inc.

	By:	/s/ Iain Dukes, D. Phil
		Iain Dukes, D. Phil Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:


Signature	Title	Date

/s/ Iain Dukes	Chief Executive Officer and Director (Principal Executive Officer)	April 30, 2026
Iain Dukes, D. Phil

/s/ Charles Parker	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 30, 2026
Charles Parker

/s/ Jack E. Stover	Chairman, Board of Directors	April 30, 2026
Jack E. Stover	Chairman, Board of Directors

/s/ Nikolay Savchuk, Ph.D.	Director	April 30, 2026
Nikolay Savchuk, Ph.D.	Director

/s/ Trafford Clarke, Ph.D.	Director	April 30, 2026
Trafford Clarke, Ph.D.	Director

/s/ Mary Teresa Shoemaker	Director	April 30, 2026
Mary Teresa Shoemaker	Director

/s/ John Leaman, MD	Director	April 30, 2026
John Leaman, MD	Director

/s/ Werner Cautreels, Ph.D.	Director	April 30, 2026
Werner Cautreels, Ph.D.	Director

Traws Pharma, Inc. 10-K/A