Dogwood Therapeutics (Nasdaq: DWTX) holders back major warrant exercise

Rhea-AI Filing Summary

Dogwood Therapeutics, Inc. reported that shareholders approved the potential exercise of an unregistered common stock warrant to purchase up to 4,386,037 shares of common stock under a January 11, 2026 Securities Purchase Agreement and Nasdaq Listing Rule 5635(d).

At the Special Meeting, 29,310,309 common shares were represented, equal to 88.03% of the voting power as of the February 12, 2026 record date, establishing a quorum. The warrant exercise proposal passed with 29,286,786 votes for, 19,057 against and 4,466 abstentions. Shareholders also approved a proposal permitting adjournment of the Special Meeting if necessary, with 29,283,790 votes for, 21,571 against and 4,948 abstentions.

Insights

Equity Capital Markets Analyst

Shareholders cleared a key step for potential warrant-driven share issuance.

The Special Meeting approvals allow Dogwood Therapeutics to honor a previously agreed unregistered warrant covering up to 4,386,037 common shares, consistent with Nasdaq Listing Rule 5635(d). This aligns shareholder consent with the January 11, 2026 Securities Purchase Agreement terms.

Turnout was strong, with 29,310,309 shares representing 88.03% of the voting power at the February 12, 2026 record date. Voting margins were overwhelmingly supportive, suggesting broad holder alignment with the financing structure tied to this warrant.

The warrant’s eventual exercise could increase the share count, but actual impact depends on when and if the holder exercises. The separate adjournment proposal also passed, giving the company flexibility to reconvene if needed, though it was not ultimately required at this meeting.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported):  March 11, 2026

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DOGWOOD THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Charter)

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Delaware	001-39811	85-4314201
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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44 Milton Avenue Alpharetta, GA	30009
(Address of principal executive offices)	(Zip Code)

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Registrant’s telephone number, including area code:  (866) 620-8655

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(Former name or former address, if changed since last report): Not Applicable

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	DWTX	Nasdaq Capital Market

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.       ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

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On March 11, 2026, the Company held its Special Meeting. Present at the Special Meeting in person or by proxy were holders of 29,310,309 shares of common stock of the Company, representing 88.03% of the voting power of the shares of common stock of the Company as of the close of business on February 12, 2026, the record date for the Special Meeting, and constituting a quorum for the transaction of business. All matters voted upon at the Special Meeting were approved with the required votes, including for purposes of applicable Nasdaq Listing Rules. The matters that were voted upon at the Special Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.

1. Approval, for the purposes of complying with the terms of that certain Securities Purchase Agreement, dated as of January 11, 2026, by and between the Company and a single institutional investor named therein and Nasdaq Listing Rule 5635(d), of the potential exercise of the unregistered common stock warrant to purchase up to 4,386,037 shares of our common stock and the issuance of shares of common stock thereunder.

The potential exercise of the unregistered common stock warrant to purchase up to 4,386,037 shares of our common stock and the issuance of common stock thereunder was approved. The following votes were tabulated:

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For				Against				Abstain				Broker Non-Vote
	29,286,786				19,057				4,466				-

2. Approval of the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate.

The adjournment of the Special Meeting to a later date or dates, if necessary or appropriate was approved with the following votes tabulated.

For				Against				Abstain				Broker Non-Vote
	29,283,790				21,571				4,948				-

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Item 9.01	Financial Statement and Exhibits.

(d)Exhibits.

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Exhibit Number	​ ​ ​	Description
104	​	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Filed Herewith

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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	DOGWOOD THERAPEUTICS, INC.
	By:	/s/ Angela Walsh
	Name:	Angela Walsh
​	Title:	Chief Financial Officer, Corporate Secretary and Treasurer
March 12, 2026	​	​

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FAQ

What did Dogwood Therapeutics (DWTX) shareholders approve at the Special Meeting?

Shareholders approved the potential exercise of an unregistered warrant for up to 4,386,037 common shares. This approval satisfies requirements under a January 11, 2026 Securities Purchase Agreement and Nasdaq Listing Rule 5635(d), allowing the company to issue shares if the warrant is exercised.

How many Dogwood Therapeutics shares were represented at the Special Meeting?

A total of 29,310,309 common shares were present in person or by proxy. This represented 88.03% of the voting power as of the February 12, 2026 record date, meaning the meeting comfortably achieved a quorum for conducting official business.

What were the voting results on Dogwood Therapeutics’ warrant exercise proposal?

The warrant exercise proposal received 29,286,786 votes for, 19,057 against and 4,466 abstentions. This strong approval authorizes the potential issuance of common shares upon exercise of the unregistered warrant described in the January 11, 2026 Securities Purchase Agreement.

Did Dogwood Therapeutics investors approve the ability to adjourn the Special Meeting?

Yes, shareholders approved a proposal to adjourn the Special Meeting to a later date if necessary. That resolution received 29,283,790 votes for, 21,571 against and 4,948 abstentions, giving the company flexibility to reconvene if additional time were ever required.

Why was Nasdaq Listing Rule 5635(d) relevant to Dogwood Therapeutics’ vote?

Nasdaq Listing Rule 5635(d) can require shareholder approval for certain share issuances. Dogwood Therapeutics sought approval for potential exercise of an unregistered warrant and related share issuance to ensure compliance with this rule and align its capital-raising agreement with exchange requirements.

How large is the warrant approved by Dogwood Therapeutics shareholders?

The unregistered common stock warrant allows the holder to purchase up to 4,386,037 shares of Dogwood Therapeutics’ common stock. Shareholder approval covered both the potential exercise of this warrant and the issuance of the underlying common shares if exercised.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 14.9 KB
• EX-101 EX-101.PRE 9.4 KB