Dogwood Therapeutics SEC Filings

Dogwood Therapeutics (DWTX) furnished an update on its financial performance. On November 6, 2025, the company announced results for the third quarter ended September 30, 2025 via a press release attached as Exhibit 99.1. The information is expressly furnished, not filed under the Exchange Act, which means it is not subject to Section 18 liabilities and is not incorporated by reference into other filings.

Dogwood Therapeutics (DWTX) called a virtual special meeting to seek stockholder approval to issue common stock upon conversion of three preferred series tied to recent transactions. Proposal 1 covers Series A, which would convert into 22,691,494 shares; Proposal 2 covers Series A-1 for 2,842,638 shares; Proposal 3 covers Series A-2 for 1,900,572 shares, each effective after approval and Nasdaq’s initial listing application.

The company reports 2,293,162 shares outstanding as of the record date. Following approval and conversion, it expects to issue 27,434,704 shares, for an expected total of 29,727,866 shares outstanding. Post-conversion, beneficial ownership is shown as Sealbond Limited 73.4% and Conjoint, Inc. 9.6%. Certain holders are excluded from voting on Proposals 1 and 3 under Nasdaq rules.

Proposal 4 seeks to increase the equity plan reserve to 2,972,787 shares. Proposal 5 would permit adjournment if needed to secure approvals or Nasdaq’s initial listing application. The meeting is on November 21, 2025 at 10:00 a.m. ET, with an October 14, 2025 record date.

Dogwood Therapeutics, Inc. filed an S-3/A registering the resale of up to 28,038,689 shares of Common Stock that may be sold from time to time by named selling stockholders. The company is not selling any shares and will not receive proceeds from these resales.

The registered shares include stock issued in prior transactions and shares underlying Series A, A-1 and A-2 non-voting convertible preferred stock, each convertible into 10,000 common shares upon required stockholder approvals. The filing notes that conversion of each preferred series requires stockholder approval. As of October 16, 2025, shares outstanding were 2,293,162. The prospectus states this offering itself will not increase outstanding shares unless conversions occur.

Holders may sell at their discretion under the plan of distribution. Examples include Sealbond Limited 21,822,333 and Conjoint Inc. 2,842,638. The company remains an emerging growth and smaller reporting company, with Common Stock listed on Nasdaq as “DWTX.”

Dogwood Therapeutics, Inc. is presenting a preliminary proxy for a Special Meeting to approve several Nasdaq-related matters tied to newly issued preferred stock and equity plan changes. The filing notes that a 1.7 inhibitor has received FDA fast-track designation for chemotherapy-induced neuropathic pain, and states that an increase in capitalization backed by experienced investors will support research, partnerships and business development. The company issued 211,951 shares in connection with a Share Exchange Agreement and 382,034 shares under an Exclusive License Agreement; those shares are not entitled to vote on related proposals under Nasdaq rules. The Proposals seek shareholder approval for potential conversion issuances of Series A, A-1 and A-2 Non-Voting Convertible Preferred Stock, adoption of a revised 2020 Equity Incentive Plan, and authority to adjourn if additional proxy solicitation or Nasdaq approval is needed. The filing describes conversion mechanics, cash settlement rights for undelivered shares, voting limitations for street-held shares, abstention consequences (notably for Proposal No. 3) and timing windows for director nominations.

Dogwood Therapeutics, Inc. has filed a shelf registration on Form S-3 to register resale of shares under a prospectus that covers Common Stock and multiple series of Preferred Stock. The prospectus states 43,000,000 shares of Common Stock and 2,000,000 shares of preferred stock authorized, including specific Series allocations for Series A, A-1 and A-2. The document identifies named selling stockholders and discloses that percentages are based on 2,293,162 shares of Common Stock outstanding as of September 30, 2025. The prospectus incorporates recent SEC filings by reference, including the 2024 Form 10-K and multiple 10-Qs and 8-Ks filed in 2025, and includes customary undertakings regarding post-effective amendments, prospectus use and liability. The registration statement lists exhibits such as Certificates of Designation for the preferred series, legal opinions, accountant consents and powers of attorney and is signed by the CEO, CFO and members of the board.

Dogwood Therapeutics entered into an Exclusive Licensing Agreement with Serpin Pharma and Rejuvenation Labs granting Dogwood a royalty-free, sublicensable global license to develop Serpin's intravenous formulation of SP16, a first-in-class LRP1 agonist with reported anti-inflammatory and neural repair activity that may treat chemotherapy-induced peripheral neuropathy. As consideration, Dogwood agreed to issue 191,017 shares of common stock and 89.5939 shares of Series A-2 Non-Voting Convertible Preferred Stock to Serpin Pharma and the same amounts to Rejuvenation Labs. Tungsten received 10.8694 shares of Series A-2 Preferred Stock as advisor compensation. Related registration, support and voting agreements require Serpin, Tungsten-affiliated holders, and Sealbond to vote their shares in favor of proposals concerning potential issuances related to Series A, Series A-1 and Series A-2 conversions, certain equity plan matters, and possible adjournment of the meeting.