Traws Pharma files NT 10-K, cites financing efforts and going concern assessment

Traws Pharma, Inc. (Nasdaq: TRAW) told the SEC on March 31, 2026 that it cannot file its annual report on Form 10-K for the year ended December 31, 2025, within the prescribed time. The company filed a Form NT 10-K, the late filing notice under Rule 12b-25, the same day. Chief Financial Officer Charles Parker signed it and is the contact, and three directors also signed: Jack Stover, Director and Audit Committee Chair, and John Leaman and Trafford Clarke, both Audit Committee members.

Why the report is late

The notice says the company has incurred recurring operating losses since inception. It is pursuing additional financing alternatives to support its operations and to meet the Nasdaq minimum stockholders' equity requirement under Listing Rule 5550(b)(1). The company says it has not yet entered into an agreement with a lender or financial institution, and that none of its potential financings had been finalized as of the filing date.

Because of that, Traws says it needs more time to assess the effect of any transaction on the financial statements. That includes management's evaluation of whether conditions or events, taken together, raise substantial doubt about its ability to continue as a going concern. After that assessment, KPMG LLP, the company's independent registered public accounting firm, will need time to complete its audit procedures. The company expects to file within the 15-day extension that Rule 12b-25 allows.

The preliminary 2025 numbers

The notice also gives preliminary results. Traws expects 2025 revenues of $2.8 million, compared with $0.2 million in 2024. It expects $26.7 million of income from the change in fair value of a warrant liability, compared with zero in 2024.

Those items, together with the absence of a $117.5 million write-off of acquired in-process research and development recorded in 2024, are the company's stated drivers of the swing. The company expects net income of approximately $9.2 million for 2025, against a net loss of approximately $166.5 million for 2024.

The notice labels these figures preliminary. They have not been reviewed or audited, they are based on estimates, and they were prepared before the close process finished. The company says final results could differ materially and that undue reliance should not be placed on them.

Reading the swing

A net income figure in the notice rests mainly on a warrant accounting gain, not on the operating business. Revenue of $2.8 million is small against a 2024 net loss of $166.5 million, and the warrant gain is larger than the revenue itself. The 2024 loss is shaped by the $117.5 million write-off, which does not recur in the 2025 comparison.

The company's annual report for 2024, filed on Form 10-K, names the Trawsfynydd business it integrated and lists its ability to continue as a going concern among the risks. The report also says the company's recurring losses, negative cash flows from operations and accumulated deficit raise substantial doubt about that ability absent adequate new financings. The notice does not say which financing the company has in mind, how large it would be, or what dilution it would carry.

The company

Traws Pharma has its principal executive office in Newtown, Pennsylvania. The 2024 annual report describes the company's integration of the Trawsfynydd business, which it acquired in 2024, and it lists the risk that the company may need to scale back operations if adequate financing is not obtained.

The notice's Part IV answers show that the company has filed all other required periodic reports in the past 12 months, and that it expects a significant change in results of operations for 2025 compared with 2024, which is consistent with the figures it gives.

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