--- title: "Traws Pharma signs $50,000,000 stock purchase agreement" url: "https://aibio.space/news/traws-pharma-signs-50-000-000-stock-purchase-agreement-roth-principal/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-10-23" section: "Financings" tickers: "NASDAQ:TRAW" source: "https://www.sec.gov/Archives/edgar/data/1130598/000110465926118519/tm2626240d4_8k.htm" summary: "Traws can sell up to $50,000,000 of new stock to Roth over 36 months, but no shares can be sold until the SEC declares a resale registration effective. Cas" --- By the aibio.space news desk. Sources - [Traws Pharma, Inc. 8-K (2026-10-23)](https://www.sec.gov/Archives/edgar/data/1130598/000110465926118519/tm2626240d4_8k.htm) - [Traws Pharma, Inc. 10-K (2026-04-15): business](https://www.sec.gov/Archives/edgar/data/1130598/000110465926043832/traw-20251231x10k.htm) - [Traws Pharma, Inc. financial data (SEC XBRL)](https://www.sec.gov/Archives/edgar/data/1130598/000110465926043832/) [TRAW](https://aibio.space/companies/traws-pharma/) 2026-10-23 # Traws Pharma signs $50,000,000 stock purchase agreement with Roth Principal Investments Tickers [TRAW](https://aibio.space/companies/traws-pharma/) Traws can sell up to $50,000,000 of new stock to Roth over 36 months, but no shares can be sold until the SEC declares a resale registration effective. Cash was $5.0 million on June 30, 2026, and cash used in operations was $18.2 million in 2025. ## Key facts - **Company**: Traws Pharma, Inc. (NASDAQ: TRAW) - **News type**: Financings - **Primary source**: [Traws Pharma, Inc. 8-K (2026-10-23)](https://www.sec.gov/Archives/edgar/data/1130598/000110465926118519/tm2626240d4_8k.htm) *Midtown Manhattan and a downtown tower in haze. CC0, via rawpixel. The picture shows the field, not the companies named.* ## The agreement Traws Pharma, Inc. (Nasdaq: [TRAW](https://aibio.space/companies/traws-pharma/)) signed a Common Stock Purchase Agreement with Roth Principal Investments, LLC on October 23, 2026. The agreement gives Traws the right, in its sole discretion, to sell Roth up to $50,000,000 of newly issued common stock. The same day, it signed a Registration Rights Agreement under which it agreed to file a registration statement covering Roth's resale of the shares. Sales can start only after the SEC declares that registration statement effective. The right to sell runs until the first day of the month after the 36-month anniversary of that start date. For a period tied to the registration statement, Traws may not issue other common stock or stock equivalents without Roth's consent. Customary exceptions apply, including strategic transactions of up to 5% of shares outstanding. The agreement also bars specified variable rate transactions, including another equity line or at-the-market offering, with exceptions such as the company's existing at-the-market program. Roth agreed not to short the stock or hedge to a net short position. ## Pricing and purchase limits For a market open purchase, Roth pays 94.0% of the volume weighted average price for the trading session. That is a fixed 6.0% discount. Each market open purchase is capped at the lesser of two million shares and 25.0% of Nasdaq trading volume in the valuation period. Traws cannot direct a purchase if the prior day's closing price is below $0.10, the threshold price in the agreement. After a stock split or reverse split, the threshold becomes the lower of the adjusted price and $1.00. Pre-market and post-market purchases are capped at the lesser of one million shares and 20.0% of volume at the same discount, and block purchases price at 94.0% of the closing sale price. If the volume weighted average price for a purchase is below $1.00, Roth deducts clearing costs of $0.0015 per share. ## The share cap Traws may not issue more than 3,072,118 shares under the agreement without stockholder approval. That figure is 19.99% of the shares outstanding just before the agreement was signed. The cap can be exceeded only if stockholders approve the issuance under Nasdaq rules, or if the average price Roth pays equals or exceeds a base price equal to the Minimum Price of $0.3663. Roth may not own more than 4.99% of Traws's outstanding common stock at any time under the agreement. Traws may end the agreement on written notice without penalty, once it has paid any legal fee reimbursements then owed. The agreement also ends automatically at set events, including the date the stock is no longer listed or quoted on Nasdaq or another US national securities exchange. ## Fees and advisers Traws agreed to pay $50,000 to Compass Point Research & Trading LLC for serving as qualified independent underwriter for the offering under the registration statement. Compass Point will take part in preparing the registration statement and exercise the usual standards of due diligence for it. Traws also agreed to pay $100,000 toward Roth's legal counsel, of which $25,000 was paid before signing. It will reimburse up to $7,500 per fiscal quarter of counsel fees for ongoing due diligence, and it is responsible for the FINRA filing fee for the Rule 5110 filing. ## Cash and open questions Traws reported revenue of $2.8 million for 2025, up from $226,000 in 2024. It reported net income of $9.2 million for 2025, after a net loss of $166.5 million in 2024. Cash used in operations was $18.2 million in 2025 and $29.8 million in 2024. Year-end cash and cash equivalents fell from $21.3 million in 2024 to $3.8 million in 2025. Cash and cash equivalents were $5.0 million at June 30, 2026. Revenue of $2.8 million and net income of $9.2 million sit beside operating cash use of $18.2 million. The company says it plans to use any net proceeds for development of its product candidates, working capital and general corporate purposes. The 8-K does not say how many shares Traws expects to sell or when the resale registration statement will be declared effective. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story TRAW Traws Pharma, Inc. 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Cite as: aibio.space, "Traws Pharma signs $50,000,000 stock purchase agreement", 2026-10-23, https://aibio.space/news/traws-pharma-signs-50-000-000-stock-purchase-agreement-roth-principal/