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July 30, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE.

Washington, D.C. 20549

Attention: Doris Stacey Gama and Laura Crotty

 Re: Traws Pharma, Inc.

    Preliminary Proxy Statement on Schedule 14A

    Filed June 27, 2024

    File No. 000-36020

Ladies and Gentlemen:

Set forth below are the responses of Traws Pharma, Inc.
(“we” or the “Company”) to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated July 24, 2024, with respect to the
Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”). For your convenience, we have restated the Staff's comments
from the July 24, 2024 letter below in their entirety in bold font, followed by the corresponding responses from the Company.

Preliminary Proxy Statement on Schedule
14A

Description of the Transactions

Acquisition of Trawsfynydd, page 11

 1. Please revise this section,
                                            where appropriate, to disclose the operating plan for the business in the near term as well
                                            as the intended uses of the proceeds raised through the merger and concurrent financing.
                                            State the principal purposes and the approximate amount intended to be used for each such
                                            purpose.

Response: In response to the Staff’s
comment, the Company proposes to revise the section referenced above to now state:

“The Company expects to use the proceeds
from the Financing, along with the Company’s existing cash before the Transactions, as follows:

 · Approximately
                                            $6 million for the completion of the Phase 1 clinical trial in Australia of TRX100;

Page 2

 · Approximately
                                            $6 million for the completion of the Phase 1 clinical trial in Australia of TRX01;

 · Approximately
                                            $3 million for two investigator-initiated studies in the United States of narazaciclib; and

 · Approximately
                                            $1 million for the ongoing development of rigosertib.”

 2. You state that in connection
                                            with the merger you issued non-transferrable contingent value rights (CVRs) to your stockholders
                                            of record as of the close of business of April 15, 2024 who will be entitled to receive
                                            certain stock and/or cash payments from proceeds received by you, if any, related to the
                                            disposition or monetization of your legacy assets. Please identify the legacy assets referenced,
                                            as you do on page 16, and discuss any plan to dispose of or monetize each asset.

Response: In response to the Staff’s
comment, the Company proposes to revise the section referenced above to now state:

“Following the transaction, the
Company will primarily pursue the development of four compounds that are all at the clinical stage. Two compounds represent the assets
that were acquired from Trawsfynydd in the Merger: tivoxavir marboxil (TRX100) and ratutrelvir (TRX01); and two compounds are legacy
assets from the Company: narazaciclib and rigosertib.”

 3. We note you discuss the merger
                                            consideration that was issued and delivered by the company to stockholders of Trawsfynydd.
                                            Please also include a discussion, where appropriate, to identify all assets acquired by you
                                            from Trawsfynydd as part of the acquisition. In this regard, we note you plan to advance
                                            development of tivoxavir marboxil (TRX100) and ratutrelvir (TRX01), which were acquired as
                                            part of the merger.

Response: In response to the Staff’s
comment, the Company proposes to revise the section referenced above to now state:

“Following the transaction, the
Company will primarily pursue the development of four compounds that are all at the clinical stage. Two compounds represent the assets
that were acquired from Trawsfynydd in the Merger: tivoxavir marboxil (TRX100) and ratutrelvir (TRX01); and two compounds are legacy
assets from the Company: narazaciclib and rigosertib.”

Opinion of Onconova Therapeutics, Inc.’s
Financial Advisor, page 25

 4. We note that Onconova Therapeutics, Inc.
                                            retained H.C. Wainwright & Co. to render an opinion to the Onconova board of directors
                                            as to the fairness, from a financial point of view, to Onconova of the exchange ratio pursuant
                                            to the merger agreement. Please include, where appropriate, any conclusions Wainwright &
                                            Co. reached as to the exchange ratio.

Response: In response to the Staff’s
comment, the Company proposes to revise the section referenced above to include the following disclosure:

Page 3

“Based upon and subject to the
assumptions, factors, qualifications and limitations set forth in the written opinion described herein and the results of the application
by Wainwright of each of the valuation methodologies utilized in connection with its fairness opinion as summarized above, taken as a
whole, Wainwright concluded that the Exchange Ratio was fair, from a financial point of view, to Onconova.”

Description of Business

Our Portfolio/Product Candidates/Compounds,
page 38

 5. We note the following statements
                                            in relation to tivoxavir marboxil and ratutrelvir, both of which were acquired in the merger:

 · “Tivoxavir
                                            marboxil has completed a first Phase 1 study that generally demonstrated safety and tolerability
                                            in healthy volunteers.”

 · “We
                                            believe ratutrelvir may be effective against the original, delta, and omicron variants of
                                            SARS-CoV-2, with potentially superior properties to nirmatrelvir (Pfizer’s Mpro inhibitor,
                                            PAXLOVID™).”

Please revise these statements to
remove the implications of safety and efficacy, as such determinations are within the sole purview of the FDA. You may present clinical
trial end points and objective data resulting from trials without concluding safety and efficacy, and you may state that your product
candidates are well tolerated, if accurate. In addition, to the extent head-to-head trials have not been conducted, please remove comparisons
to other approved products.

Response: In response to the Staff’s comment, those statements have been
removed.

 6. You state that you have completed
                                            a first Phase 1 study of tivoxavir marboxil that also provided pharmacokinetics and pharmacodynamics
                                            data. Please expand your description of this trial to provide specific details, parameters
                                            and results, including, to the extent applicable:

 · dates
                                            of the trial and location(s);

 · identity
                                            of trial sponsor(s);

 · trial
                                            design;

 · patient
                                            information (e.g., number of patients enrolled and treated and the criteria for participation
                                            in the study);

 · duration
                                            of treatment and dosage information;

 · primary
                                            and secondary endpoints; and

 · discussion
                                            of results, including adverse events and serious adverse events, if any.

Page 4

Response: In response to the Staff’s
comment, the Company proposes to revise the section referenced above to include the following disclosure:

“The first-in-man clinical study
of TRX100 (designated AV5124 in a previous study) was performed from May to September of 2023 in Russia. The study sponsor
was Pharmasyntez, JSC. Traws Pharma has the right to use the data resulting from the study outside of Russia and the Eurasian Economic
Community countries. The trial was a single ascending dose study, and, as such, each study participant only received one dose of TRX100.
The study consisted of four dose cohorts that received 20, 40, 80 or 120 mg TRX100 delivered as 20 mg strength tablets, or placebo. The
study enrolled 28 healthy males ages 18-45 years who received either the study drug or placebo. The primary study endpoint was measurement
of the safety and tolerability of single drug doses in healthy volunteers. The secondary endpoint was the measurement of pharmacokinetic
parameters of single drug doses in healthy volunteers on an empty stomach or after a meal. The study demonstrated a favorable safety
profile for TRX100, with only one subject, that had received a single 40 mg dose of the study drug, experiencing two adverse events (AEs).
This subject experienced hyperglycemia, which was deemed to be mild and we believe probably related to TRX100 and erosive gastritis with
complications in the form of severe iron deficiency anemia which was considered to be a serious adverse event (SAE) and we believe unlikely
to be related (doubtful per the protocol) to the study drug. There were no other AEs in the trial, including at higher doses. The pharmacokinetic
measurements indicated a food effect for TRX100, with increased exposure when drug was taken after a meal, but otherwise showed increasing
exposure with increasing dose.”

 7. We note your statement that
                                            trivoxavir marboxil is a “cap-dependent endonuclease inhibitor” intended to inhibit
                                            influenza virus replications. We also note your disclosure that ratutrelvir is an “Mpro
                                            protease inhibitor” intended for the treatment of COVID19. Where appropriate, please
                                            explain “cap-dependent endonuclease inhibitors” and “Mpro protease inhibitors”
                                            in plain English.

Response: In response to the Staff’s
comment, the Company proposes to revise the language referenced above to now state:

“Tivoxavir
marboxil (TRX100), which we acquired as part of the Merger, is a small molecule cap-dependent endonuclease inhibitor. Cap-dependent
endonuclease (CEN) is an enzyme that is important for viral replication. TRX100 is intended to inhibit CEN and, thus, is intended to
impede influenza virus replication including, the influenza A and B viral strains and bird flu viral strains. It is Traws Pharma’s
intention to develop TRX100 as a single oral dose for treatment and prophylaxis of seasonal influenza and bird flu.”

“Ratutrelvir
(TRX01), which we acquired as part of the Merger and is an inhibitor of the main protease (also known as 3CL protease) of
the SAR-CoV-2 virus, the virus that causes COVID19. The main protease is an essential component in the mechanism for SARS-CoV-2 replication.
TRX01 is intended to inhibit this protease and, thus SAR-CoV-2 viral replication.”

 8. You state that you plan to
                                            develop Ratutrelvir (TRX01) which does not require co- administration with a human cytochrome
                                            P450 (CYP) inhibitor such as ritonavir, avoiding potential significant drug-on-drug interactions,
                                            with the opportunity to expand the number of eligible patients. Please discuss the basis
                                            for such claims and if you have conducted any studies or clinical trials to date.

Page 5

Response: In response to the Staff’s
comment, the Company proposes to revise the section referenced above to include the following disclosure:

“Based on preclinical animal
studies, we intend to develop TRX01 without co-administration with a human cytochrome P450 (CYP) inhibitor such as ritonavir.”

Information Incorporated by Reference,
page 58

 9. The pro forma financial information
                                            included as Exhibit 99.3 to your amended Form 8-K dated June 17, 2024 indicates
                                            that Traws Pharma was determined to be the accounting acquirer in the share exchange agreement
                                            with Trawsfynydd and that the merger was accounted for as an asset acquisition as the primary
                                            assets acquired consisted of cash and in-process research and development (IPR&D) and
                                            the assets acquired did not include any processes, such as an organized workforce. Please
                                            provide us with a detailed analysis explaining how you determined the accounting acquirer
                                            in this transaction, considering the guidance in ASC 805-10-55-10 through 55-15. In this
                                            regard, your disclosure on page 26 indicates that the stockholders of Trawsfynydd immediately
                                            prior to the merger will own 75.3% of the outstanding equity of Traws Pharma (formerly Onconova)
                                            on a fully diluted basis immediately following the closing and after giving effect to the
                                            concurrent financing transaction. Further, the inclusion of contingent value rights (CVRs)
                                            in the transaction raises the question as to whether you plan to dispose of or monetize your
                                            legacy assets. Please explain how this factored into your analysis.

Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it concluded that Trawsfynydd is a Variable Interest Entity (“VIE”)
and the Company is the primary beneficiary. Under paragraph 805-10-25-5, the primary beneficiary is always the accounting acquirer. As
such, the factors within ASC 805-10-55-11 through 55-15 were not relevant to the determination.

The Company concluded that
Trawsfynydd is a VIE because it has insufficient equity at risk. ASC 810-10-15-14(a) indicates that an entity is a VIE if its
total equity at risk is insufficient for it to finance its activities without additional subordinated financial support. The Company
evaluated whether Trawsfynydd had sufficient equity at risk by assessing whether it could fund its operations to the next
development stage without obtaining additional subordinated financial support. In reaching this conclusion, the Company considered
the current stage of development for Trawsfynydd’s two main programs, Tivoxavir marboxil (“TRX100”) and
Ratutrelvir (“TRX01”).

 · TRX100
                                            will be a Phase 2 ready asset after the Company completes a Phase 1 dose extension to evaluate
                                            additional, higher doses of TRX100 prior to the initiation of a Phase 2 study which cannot
                                            be commenced until additional capital is raised. Completion of the Phase 2 study is esti