Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 23, 2026, Traws Pharma, Inc. (the "Company") entered into a Common Stock Purchase Agreement (the "Purchase Agreement") and a related Registration Rights Agreement (the "Registration Rights Agreement"), each dated as of October 23, 2026, with Roth Principal Investments, LLC ("Roth Principal Investments"). Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right, in its sole discretion, to sell to Roth Principal Investments up to $50,000,000 (the "Total Commitment") in aggregate gross purchase price of newly issued shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to Roth Principal Investments under the Purchase Agreement.

Upon the initial satisfaction of each of the conditions to Roth Principal Investments' purchase obligation set forth in the Purchase Agreement (the initial satisfaction of such conditions, the "Commencement", and the date on which the Commencement occurs, the "Commencement Date"), including that a registration statement registering under the Securities Act of 1933, as amended (the "Securities Act"), the resale by Roth Principal Investments of shares of Common Stock issuable to it by the Company under the Purchase Agreement, which the Company agreed to file with the Securities and Exchange Commission (the "SEC") pursuant to the Registration Rights Agreement (the "Registration Statement"), is declared effective by the SEC, the Company will have the right, but not the obligation, from time to time in its sole discretion during the period beginning on the Commencement Date and ending on the first day of the month next following the 36-month anniversary of the Commencement Date (unless the Purchase Agreement is earlier terminated), to direct Roth Principal Investments to purchase up to a specified maximum amount of shares of Common Stock, in one or more Market Open Purchases, Intraday Purchases, Pre-Market Purchases, Post-Market Purchases and/or Block Purchases (each, as defined below, and together, "Purchases"), by timely delivering written notice to Roth Principal Investments for each such Purchase in accordance with the Purchase Agreement on any trading day selected by the Company as the purchase date therefor (the "Purchase Date"), so long as (i) the closing sale price of the Common Stock on the trading day immediately prior to such Purchase Date (or, in the case of a Post-Market Purchase or Block Purchase, on such Purchase Date) is not less than $0.10 (the "Threshold Price"), and (ii) all shares of Common Stock subject to all prior Purchases effected by the Company under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date have been received by Roth Principal Investments at such time and in the manner set forth in the Purchase Agreement. Following any stock split, reverse stock split or similar transaction, the Threshold Price will equal the lower of the proportionately adjusted price and $1.00. The Company may not deliver any purchase notice while it is in possession of material non-public information or during certain blackout periods specified in the Purchase Agreement.

Market Open Purchases

The purchase price of the shares of Common Stock that the Company elects to sell to Roth Principal Investments in a Purchase pursuant to a timely delivered written notice in accordance with the Purchase Agreement prior to 9:20 a.m., New York City time, on the Purchase Date (a "Market Open Purchase") will be equal to 94.0% of the volume weighted average price of the Common Stock ("VWAP") during the period (the "Market Open Purchase Valuation Period") beginning at 9:30:01 a.m., New York City time (or such later time publicly announced by The Nasdaq Stock Market LLC ("Nasdaq") as the official open of the regular trading session), on the applicable Purchase Date and ending at the earliest to occur of (i) 3:59 p.m., New York City time, or such earlier time publicly announced as the official close of the regular trading session, (ii) such time during such regular trading session that the trading volume threshold calculated in accordance with the Purchase Agreement is reached, and (iii) if the Company further specifies in the applicable purchase notice for such Market Open Purchase that a "limit order discontinue election" shall apply to such Market Open Purchase, such time the trading price of the Common Stock on the Nasdaq Capital Market during such Market Open Purchase Valuation Period falls below the applicable minimum price threshold determined in accordance with the Purchase Agreement (which, if not specified by the Company, will equal 75.0% of the closing sale price of the Common Stock on the trading day immediately prior to the applicable Purchase Date) (i.e., a fixed 6.0% discount to the VWAP for such Market Open Purchase Valuation Period). The number of shares purchased in a Market Open Purchase may not exceed the lesser of (a) two million shares of Common Stock and (b) up to 25.0% of the total volume of Common Stock traded on Nasdaq during the applicable Market Open Purchase Valuation Period.

Intraday Purchases

In addition to the Market Open Purchases described above, after the Commencement, the Company will also have the right, but not the obligation (subject to the continued satisfaction of the purchase conditions contained in the Purchase Agreement), to direct Roth Principal Investments to purchase, on any trading day that would qualify as a Purchase Date on which the Company may elect to effect a Market Open Purchase, whether or not a Market Open Purchase is effected by the Company on such trading day, a specified number of shares of Common Stock, not to exceed certain limitations set forth in the Purchase Agreement that are similar to those applicable to Market Open Purchases (each, an "Intraday Purchase"), by timely delivering an irrevocable written notice of such Intraday Purchase to Roth Principal Investments after 9:40 a.m., New York City time (and after the Market Open Purchase Valuation Period for any earlier Market Open Purchase and the Intraday Purchase Valuation Period (defined below) for the most recent prior Intraday Purchase effected on the same Purchase Date, if applicable, have ended), and prior to the earlier of 3:30 p.m., New York City time, and thirty minutes prior to any earlier publicly announced official close of the regular trading session, on such Purchase Date.