Traws Pharma Inc

This proposal asks shareholders to approve a First Amendment to the Company’s 2021 Incentive Compensation Plan that increases the share reserve by 2,000,000 shares and adds administrative changes expanding committee authority and allowing adjustments to awards when recipients’ time commitment is reduced. Management seeks approval because the plan’s prior authorized shares (1,500,000) are nearly exhausted with only ~140 shares remaining, and equity awards are a core part of compensation and retention strategy for employees, executives and non-employee directors. The board and compensation committee evaluated historical burn rates (4% in 2025 and 5.1% in 2024), peer benchmarking, dilution analyses, share price and accounting costs and concluded the requested increase is appropriate to sustain recruiting and retention, support ongoing equity grant practices, and avoid cash-based compensation substitutions that could harm operating results. The amendment also formalizes committee powers and discretion (e.g., adjustments for reduced participant time commitment), which increases administrative flexibility but could broaden the committee’s unilateral authority over award modification and vesting. Approval will allow the Company to register the additional shares on Form S-8 and enable continued use of equity grants; rejection could exhaust available shares in the near term and force alternative, potentially more costly, compensation methods. From a governance perspective, while the requested increase is sizable relative to the company’s outstanding shares, the board explains rationale and limitations such as an annual $300,000 per-director cap; investors should weigh dilution concerns against retention needs and scrutinize future grant practices and disclosure of grant recipients and burn rate going forward.

Proposal 4 requests shareholder approval under Nasdaq Rule 5635(d) to permit issuance of more than 19.99% of outstanding common stock upon exercise of Series B and Series C warrants issued in the April 15, 2026 Private Placement. The private placement provided $10M in initial proceeds and contingent proceeds up to ~$50M if warrants are exercised. Nasdaq Rule 5635(d) requires shareholder approval for issuance of shares exceeding 19.99% of outstanding shares at prices below certain thresholds; without approval the company cannot issue more than 19.99% at those prices and would need to seek repeated shareholder votes every three months until approval is obtained. The warrants have exercise price $1.673, pre-funded warrants at $1.663 with $0.01 exercise, and include beneficial ownership caps (4.99% or 9.99% election) and anti-dilution/fundamental transaction protections. Approval enables the company to access additional capital to fund its influenza program and other operations; rejection would limit access to the contingent $50M financing, potentially force alternative (possibly more dilutive or expensive) financings, and impose recurring shareholder meeting costs and management distraction. Investors should weigh the near-term capital benefit against dilution and voting power changes; the filing discloses related party interests (TPAV and director Savchuk) and notes recusals. The board recommends FOR approval.

This management proposal seeks a routine authorization so that if there are insufficient votes at the time of the Annual Meeting to approve any of the proposals, the meeting can be adjourned to solicit additional proxies. The adjournment mechanism is a common governance tool enabling further solicitation, and the board indicates that any unsigned proxies with no instructions will be voted in favor of adjournment. Approval reduces the procedural burden and cost of reconvening under emergency circumstances and provides flexibility to the company to continue solicitation if needed. The board recommends voting FOR the adjournment proposal to preserve the ability to obtain necessary approvals without multiple immediate reconvenings.