Dogwood Therapeutics SEC Filings

Dogwood Therapeutics, Inc. reported that its Chief Financial Officer, Angela Walsh, received a grant of stock options covering 82,500 shares on March 5, 2026. These options give her the right to buy company stock if and when she chooses to exercise them.

According to the filing, Walsh now holds 82,500 stock options following this award. The options vest over time, with one-third vesting on March 5, 2027 and the remaining amount vesting in equal 1/24th monthly installments thereafter, creating a multi‑year retention and incentive structure.

Dogwood Therapeutics, Inc. Chief Medical Officer Roger Michael Gendreau reported an equity compensation grant. He acquired a stock option covering 82,500 shares of Dogwood Therapeutics common stock at an exercise price of $0.00 per share.

The option was granted on March 5, 2026 and is held as a direct ownership interest. According to the disclosure, the option vests one-third on March 5, 2027, with the remaining two-thirds vesting in equal monthly installments over the following 24 months.

Duncan Gregory Scott reported acquisition or exercise transactions in this Form 4 filing.

Dogwood Therapeutics, Inc. reported that Chief Executive Officer and director Duncan Gregory Scott received a grant of stock options covering 330,000 shares on March 5, 2026. The options vest one‑third on March 5, 2027 and then in 1/24th monthly installments thereafter.

Dogwood Therapeutics, Inc. has called a virtual special stockholder meeting on March 11, 2026 to vote on two key proposals tied to a recent financing. The main item asks stockholders to approve the exercise of a Common Warrant allowing an investor to purchase up to 4,386,037 shares of common stock at an initial exercise price of $3.28 per share, issued in connection with a January 11, 2026 securities purchase agreement.

The company explains that, together with an unregistered pre-funded warrant for 2,047,089 shares, warrant-related shares represent about 20.05% of its outstanding stock immediately before that agreement, so Nasdaq Listing Rule 5635(d) requires stockholder approval before the Common Warrant can be exercised. If approved, existing holders who are not the investor would be diluted and could see reduced voting power, book value per share and future earnings per share. A second proposal would allow adjournment of the meeting to solicit more proxies if there are not enough votes to pass the warrant proposal.

Dogwood Therapeutics, Inc. has called a virtual special meeting on March 11, 2026 to ask stockholders to approve the exercise of a Common Warrant held by an investor and the related issuance of up to 4,386,037 shares of common stock, as required under a January 11, 2026 Securities Purchase Agreement and Nasdaq Listing Rule 5635(d). The company notes that the pre-funded warrant and Common Warrant issued under that agreement together represent about 20.05% of its outstanding shares immediately before the transaction, so full exercise would materially dilute existing holders’ ownership and future earnings per share. A second proposal would allow the meeting to be adjourned to solicit more proxies if there are not enough votes to approve the warrant proposal.

Dogwood Therapeutics, Inc. submitted a current report noting that it has posted a shareholder letter to its website, dated January 20, 2026. The letter provides a corporate update for shareholders and is included as Exhibit 99.1 to the report. The company specifies that this shareholder letter is being furnished for information purposes under securities regulations and is not being treated as filed or incorporated into other securities law filings.

Dogwood Therapeutics, Inc. filed a Form S-3 to register up to 6,433,126 shares of common stock for resale by existing investors, rather than to issue new shares. The shares come from pre-funded warrants with a $0.0001 exercise price and common stock warrants with a $3.28 exercise price that were previously issued to a single institutional investor.

Dogwood will not receive any proceeds from sales of these registered shares, though it could receive cash if any unexercised warrants are exercised. As of January 14, 2026, the company had 32,082,464 shares outstanding, which would rise to 38,515,590 if all related warrants were exercised, and the filing warns that this could substantially dilute existing holders and pressure the share price.

The company is a pre-revenue, development-stage biopharmaceutical business developing Halneuron for cancer and chemotherapy-induced pain and antiviral combinations IMC-1 and IMC-2 for fibromyalgia and Long-COVID. Dogwood estimates Q4 2025 operating expenses of about $3.9 million and cash and equivalents of about $6.5 million as of December 31, 2025, and its auditor’s 2024 report includes a going concern explanatory paragraph.

Dogwood Therapeutics, Inc. completed a combined registered direct offering and concurrent private placement, raising approximately $12.5 million in gross proceeds.

It sold 2,338,948 shares of common stock in the registered deal, plus pre-funded warrants for 2,047,089 shares and common stock warrants for 4,386,037 shares, generally priced around $2.85 per share and accompanying warrant. The common stock warrants become exercisable for five and one-half years after stockholder approval at $3.28 per share, while the pre-funded warrants are immediately exercisable at a nominal price. Dogwood also terminated its prior at-the-market equity program with Northland, under which it had sold only $89,792 of stock out of an authorized $8,558,712.