Armistice Capital (NASDAQ: DWTX) reports 9.99% Dogwood stake

Rhea-AI Filing Summary

Armistice Capital, LLC and Steven Boyd reported beneficial ownership of 3,343,120 shares of Dogwood Therapeutics, Inc. common stock, representing 9.99% of the class. The filing states shared voting and dispositive power over those shares and identifies Armistice Capital as investment manager for the Master Fund. The joint filing is signed by Steven Boyd on 05/15/2026.

Insights

Institutional Shareholder Analyst

Armistice reports a near-10% passive stake via shared powers.

Armistice Capital discloses beneficial ownership of 3,343,120 shares (9.99%) and states it exercises voting and investment power as manager of the Master Fund. The filing attributes shared voting and dispositive power to the Reporting Persons.

Ownership is reported jointly with Steven Boyd and dated 05/15/2026. Subsequent changes in holdings would appear in later amendments or separate filings.

Key Figures

Shares beneficially owned: 3,343,120 shares Percent of class: 9.99% CUSIP: 92829J203 +3 more

6 metrics

Shares beneficially owned 3,343,120 shares Amount reported as beneficially owned (Schedule 13G)

Percent of class 9.99% Percent of common stock reported

CUSIP 92829J203 Identifier for Dogwood Therapeutics common stock

Filing signature date 05/15/2026 Date signing the joint filing statement

Shared voting power 3,343,120 shares Reported shared power to vote or direct vote

Shared dispositive power 3,343,120 shares Reported shared power to dispose or direct disposition

Key Terms

Schedule 13G, beneficially owned, shared dispositive power, Investment Management Agreement

4 terms

Schedule 13G regulatory

"Item 1. (a) Name of issuer: DOGWOOD THERAPEUTICS, INC."

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

beneficially owned financial

"Item 4. (a) Amount beneficially owned: 3,343,120"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared dispositive power financial

"(iv) Shared power to dispose or to direct the disposition of: 3,343,120"

Investment Management Agreement regulatory

"Armistice Capital exercises voting and investment power ... pursuant to an Investment Management Agreement"

An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.

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

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Accepted by SEC EDGAR 05/15/2026 - 11:13 AM Learn about SEC filing dates

FAQ

What stake did Armistice Capital report in Dogwood Therapeutics (DWTX)?

Armistice Capital reported beneficial ownership of 3,343,120 shares, equal to 9.99% of Dogwood Therapeutics' common stock. The shares are held by Armistice Capital Master Fund Ltd., for which Armistice Capital acts as investment manager.

Who filed the Schedule 13G for DWTX and when was it signed?

The Schedule 13G was filed jointly by Armistice Capital, LLC and Steven Boyd and signed on 05/15/2026. The filing lists Armistice Capital as investment manager of the Master Fund.

Does Armistice claim sole voting or dispositive power over the reported shares?

No. The filing shows 0 sole voting power and 3,343,120 shared voting power; similarly, it shows 0 sole dispositive and 3,343,120 shared dispositive power over the shares.

How is beneficial ownership attributed in this filing?

Armistice Capital is identified as the investment manager of the Master Fund and may be deemed to beneficially own the shares due to its voting and investment power, with Mr. Boyd disclosed as managing member.

Does the filing state whether the Master Fund itself claims beneficial ownership?

The filing states the Master Fund specifically disclaims beneficial ownership of the securities by virtue of its inability to vote or dispose of such securities as a result of the Investment Management Agreement with Armistice Capital.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

DOGWOOD THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

92829J203

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 92829J203

1

Names of Reporting Persons

Armistice Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,343,120.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,343,120.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,343,120.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP Number(s): 92829J203

1

Names of Reporting Persons

Steven Boyd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,343,120.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,343,120.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,343,120.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: DOGWOOD THERAPEUTICS, INC.
(b)	Address of issuer's principal executive offices: 44 Milton Avenue, Alpharetta, GA 30009
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Common Stock, par value $0.0001
(e)	CUSIP Number(s): 92829J203
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 3,343,120
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 3,343,120
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 3,343,120 Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	05/15/2026

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	05/15/2026

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: May 15, 2026 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd