Traws Pharma, Inc. has entered into a definitive agreement to sell newly issued shares of its common stock to Roth Principal Investments, LLC. The transaction, dated October 23, 2026, establishes a commitment of up to $50,000,000 in gross purchase price. The agreement includes a Registration Rights Agreement, obligating the company to file a registration statement with the Securities and Exchange Commission to allow for the resale of the shares by Roth Principal Investments.
The agreement grants Traws Pharma the right, but not the obligation, to sell shares to Roth Principal Investments over a three-year period following the commencement of the agreement. The company retains sole discretion over the timing and amount of sales, which can occur at various times throughout the trading day. These sales are subject to specific conditions, including a threshold price of $0.10 per share.
The purchase price for the shares is determined based on a volume-weighted average price (VWAP) with a fixed discount of 6.0%, resulting in a purchase price of 94.0% of the VWAP. The agreement outlines specific limitations on the number of shares purchased in a single transaction, categorized by the time of day:
- Market Open Purchases: Up to 2 million shares or 25% of Nasdaq trading volume.
- Intraday Purchases: Subject to limitations similar to Market Open Purchases.
- Pre-Market Purchases: Up to 1 million shares or 20% of Nasdaq trading volume.
- Post-Market Purchases: Up to 1 million shares or 20% of Nasdaq trading volume.
The agreement also specifies blackout periods during which the company may not deliver purchase notices due to the possession of material non-public information.
