Dogwood Therapeutics to sell 4.1M shares at $1.22

Dogwood must file for resale no later than the 15th day after October 19, with effectiveness efforts tied to SEC review notice.

Rhea-AI Filing Summary

On October 19, 2026, Dogwood Therapeutics, Inc. (DWTX) agreed to issue and sell 4,098,360 common shares to Sealbond Limited in a private placement at $1.22 per share; closing is expected on or before October 29, 2026. Under a registration rights agreement, Dogwood must file a resale registration statement no later than the 15th day following October 19, 2026. It also agreed to use reasonable best efforts to obtain effectiveness as soon as reasonably practicable after filing, and no later than the fifth business day after receiving qualifying SEC notice. Dogwood bears registration fees and expenses other than selling expenses, which Sealbond bears.

As of September 30, 2026, Sealbond reported beneficial ownership of 21,822,333 shares, or 63.9%, and Conjoint Inc. reported 2,842,638 shares. Their indirect parent, CK Life Sciences Int'l., (Holdings) Inc., reported beneficial ownership of 24,664,971 shares, or 72.3%. The ownership percentages are based on 34,129,553 shares outstanding as of that date.

Key Figures

Private-placement shares: 4,098,360 shares Purchase price: $1.22 per share Sealbond beneficial ownership: 21,822,333 shares +5 more

8 metrics

Private-placement shares 4,098,360 shares Shares Dogwood agreed to issue and sell to Sealbond

Purchase price $1.22 per share Private placement with Sealbond

Sealbond beneficial ownership 21,822,333 shares As of September 30, 2026

Sealbond ownership of class 63.9% Based on shares outstanding as of September 30, 2026

Conjoint beneficial ownership 2,842,638 shares As of September 30, 2026

CK Life Sciences beneficial ownership 24,664,971 shares Reported by the indirect parent as of September 30, 2026

CK Life Sciences ownership of class 72.3% Based on shares outstanding as of September 30, 2026

Common shares outstanding 34,129,553 shares As of September 30, 2026; basis for the reported ownership percentages

Key Terms

private placement, Registration Rights Agreement, Registrable Securities, reasonable best efforts

4 terms

private placement financial

"to Sealbond in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Registration Rights Agreement regulatory

"entered into a registration rights agreement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Registrable Securities regulatory

"the Shares issued in the private placement (the "Registrable Securities")"

reasonable best efforts regulatory

"use reasonable best efforts to have the registration statement declared effective"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares is DWTX selling to Sealbond, and at what price?

Dogwood agreed to sell Sealbond 4,098,360 shares at $1.22 per share in a private placement.

When is the DWTX private placement expected to close?

The closing is expected to occur on or before October 29, 2026.

When must DWTX file the resale registration statement?

Dogwood must file it no later than the 15th day following October 19, 2026. The company also agreed to use reasonable best efforts to obtain effectiveness as soon as reasonably practicable after filing, subject to a deadline of the fifth business day after it receives qualifying SEC notice.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/21/2026 - 04:19 PM EDT Accepted by SEC EDGAR 10/21/2026 - 04:15 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Dogwood Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

92829J203

(CUSIP Number)

CK Life Sciences
7th Floor, Cheung Kong Center, 2 Queen's Road Central Hong Kong
HONG KONG, K3, 00000
(852) 2126 1212

Blake Liggio, Esq.
Goodwin Procter LLP, 100 Northern Avenue
Boston, MA, 02210
(617) 570 1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/19/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 92829J203

1

Name of reporting person

Sealbond Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 21,822,333.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,822,333.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,822,333.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

63.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The amounts reported as beneficially owned consist of 21,822,333 shares of common stock, $0.0001 par value ("Common Stock"), held directly by Sealbond Limited. All ownership percentages are calculated based on 34,129,553 shares of Common Stock outstanding as of September 30, 2026, as disclosed by the Issuer to the Reporting Persons.

SCHEDULE 13D

CUSIP Number(s): 92829J203

1

Name of reporting person

CK Life Sciences Int'l., (Holdings) Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 24,664,971.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 24,664,971.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

24,664,971.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

72.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The amounts reported as beneficially owned consist of (i) 21,822,333 shares of Common Stock held directly by Sealbond Limited and (ii) 2,842,638 shares of Common Stock held directly by Conjoint Inc. All ownership percentages are calculated based on 34,129,553 shares of Common Stock outstanding as of September 30, 2026, as disclosed by the Issuer to the Reporting Persons.

SCHEDULE 13D

CUSIP Number(s): 92829J203

1

Name of reporting person

Conjoint Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,842,638.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,842,638.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,842,638.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The amounts reported as beneficially owned consist of 2,842,638 shares of Common Stock held directly by Conjoint Inc. All ownership percentages are calculated based on 34,129,553 shares of Common Stock outstanding as of September 30, 2026, as disclosed by the Issuer to the Reporting Persons.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: Dogwood Therapeutics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 44 Milton Avenue, Alpharetta, GEORGIA , 30009.
Item 1 Comment: Explanatory Note: This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends the Schedule 13D filed on October 15, 2024 (the "Original 13D"), as amended on March 17, 2025 ("Amendment No. 1") and November 25, 2025 ("Amendment No. 2" and, together with the Original 13D, Amendment No. 1 and Amendment No. 3, the "Schedule 13D") and relates to the common stock, $0.0001 par value ("Common Stock"), of Dogwood Therapeutics, Inc. (the "Company" or "Dogwood"). Except as specifically amended by this Amendment No. 3, the disclosure in the Schedule 13D remains in full force and effect. Capitalized terms used in this Amendment No. 3 but not otherwise defined shall have the meanings given to such terms in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: Subscription Agreement On October 19, 2026, Dogwood Therapeutics, Inc. (the "Company") entered into a Subscription Agreement (the "Subscription Agreement") with Sealbond Limited ("Sealbond"), pursuant to which the Company agreed to issue and sell 4,098,360 shares (the "Shares") of the common stock, par value $0.0001 per share (the "Common Stock"), of the Company to Sealbond in a private placement. The Shares are being sold at a purchase price of $1.22 per Share. The closing of the private placement is expected to occur on or prior to October 29, 2026 (the "Closing Date"). Registration Rights Agreement On October 19, 2026, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with Sealbond, pursuant to which the Company agreed to register for resale the Shares issued in the private placement (the "Registrable Securities"). The Company is required to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") no later than the 15th day following the date of the Registration Rights Agreement (the "Filing Deadline") and to use reasonable best efforts to have the registration statement declared effective as soon as reasonably practicable following the filing thereof but in any event no later than the fifth (5th) business day after notice is received from the SEC that it will not review, or has no further comments to, the registration statement. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities, other than selling expenses, which will be borne by Sealbond. The Registration Rights Agreement provides that the Company will indemnify Sealbond and its controlling persons, members, directors, officers, partners, employees, managers, agents, representatives and advisors against certain liabilities, including liabilities under the Securities Act arising from untrue statements or omissions of material fact in the registration statement or related prospectus, or from violations of securities laws by the Company in connection with the registration, except to the extent arising from information furnished in writing by Sealbond for use therein. Sealbond has agreed to indemnify the Company and certain related persons against liabilities arising from such information, limited to the proceeds received by Sealbond from the sale of the Registrable Securities giving rise to the claim. The foregoing descriptions of the Subscription Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Subscription Agreement and the Registration Rights Agreement, copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Sealbond is the direct owner of 21,822,333 shares of Common Stock, which shares represent approximately 63.9% of the outstanding Common Stock. Conjoint directly owns 2,842,638 shares of Common Stock, which shares represent approximately 8.3% of the outstanding Common Stock. The percent of class was based upon 34,129,553 shares of Common Stock outstanding as of September 30, 2026, as disclosed by the Issuer to the Reporting Persons. CK Life Sciences is the indirect parent company of each of Sealbond and Conjoint and may be deemed to have voting and dispositive power over shares of Common Stock held directly by Sealbond and Conjoint.
(b)	The information set forth in Item 5(a) above is incorporated by reference.
(c)	The Reporting Persons have not effected any transactions in the Common Stock during the past 60 days.
Item 7.	Material to be Filed as Exhibits.
	99.1 - Subscription Agreement, dated as of October 19, 2026, by and between the Company and Sealbond (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on October 19, 2026). 99.2 - Registration Rights Agreement, dated as of October 19, 2026, by and between the Company and Sealbond (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on October 19, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sealbond Limited

Signature:	/s/ Wong Wun Lam
Name/Title:	Wong Wun Lam, Director
Date:	10/21/2026

CK Life Sciences Int'l., (Holdings) Inc.

Signature:	/s/ Yu Ying Choi Alan Abel
Name/Title:	Yu Ying Choi Alan Abel, Director
Date:	10/21/2026

Conjoint Inc.

Signature:	/s/ Wong Wun Lam
Name/Title:	Wong Wun Lam, Director
Date:	10/21/2026