Traws Pharma Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Independent Director
On October 1, 2025, upon recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (“Board”) of Traws Pharma, Inc. (the “Company”), the Board appointed John Leaman, MD as an independent director, with a term expiring at the Company’s 2025 annual meeting of stockholders. Dr. Leaman was also appointed as a member of the Audit Committee of the Board.
The compensation for Dr. Leaman’s service as a director will be consistent with that of the Company’s other non-employee directors, as described in Amendment No. 1 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2025. There are no arrangements or understandings between Dr. Leaman and any other persons pursuant to which Dr. Leaman was elected as a director. Dr. Leaman has not engaged in any related-person transactions required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
In connection with the appointment, Dr. Leaman entered into the Company’s standard form of indemnification agreement, a copy of which is filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025.
Change in Executive Titles
On October 1, 2025, the Board eliminated the “interim” notations in the titles of Dr. Iain Dukes and Charles Parker, who now hold the titles of Chief Executive Officer and Chief Financial Officer of the Company, respectively.
As previously disclosed, Mr. Parker has been retained to provide such services as a non-employee consultant of the Company through Stout, a global advisory firm specializing in corporate finance and accounting services. The Company will pay Stout $500 per hour, up to a maximum of $50,000 per month, for services provided by Mr. Parker in his capacity as Chief Financial Officer of the Company.
| Item 7.01 | Regulation FD Disclosure. |
On October 6, 2025, the Company issued a press release (the “Press Release”) announcing the appointment of Dr. Leaman to the Board and the change in Dr. Dukes’ and Mr. Parker’s titles. A copy of the Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference into this Item 7.01.
The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated October 6, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 6, 2025 | TRAWS PHARMA, INC. | |
| By: | /s/ Iain Dukes | |
| Iain Dukes | ||
| Chief Executive Officer | ||