[8-K] Virios Therapeutics, Inc. Common Stock Reports Material Event

Rhea-AI Filing Summary

Dogwood Therapeutics held its Annual Meeting on June 18, 2025, where stockholders approved several key matters. The most significant development was the approval of Amendment No. 2 to the company's Equity Incentive Plan, which increased the share reserve by 108,612 shares to a total of 191,112 shares. This follows the company's 25-for-1 reverse stock split from October 2024.

At the meeting, which had a 48.22% quorum representing 921,595 shares, stockholders voted on three main items:

• Election of seven directors, including Abel De La Rosa, Greg Duncan, and other board members, all of whom were successfully elected
• Ratification of Forvis Mazars, LLP as independent auditor for FY2025, approved with 888,808 votes in favor
• Approval of the Equity Incentive Plan amendment, which passed with 275,020 votes in favor

The filing indicates Dogwood Therapeutics is an emerging growth company trading on the Nasdaq Capital Market under symbol DWTX.

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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):  June 18, 2025

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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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment No. 2 to the Dogwood Therapeutics, Inc. Amended and Restated Equity Incentive Plan.

On June 18, 2025, Dogwood Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved Amendment No. 2 (“Amendment No. 2”) to the Dogwood Therapeutics, Inc. Amended and Restated Equity Incentive Plan (the “Plan”), which was approved by the Company’s Board of Directors on April 17, 2025. Amendment No. 2 modifies the Plan to increase the number of shares of common stock of the Company reserved for issuance under the Plan by an additional 108,612 shares, increasing the total number of shares under the Plan from 82,500 shares to 191,112 shares. The foregoing description of Amendment No. 2 is qualified in its entirety by reference to the full text of the Plan as amended by Amendment No. 2, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The full text of the Plan, as amended, attached hereto as Exhibit 10.1 reflects automatic adjustments made to the Plan pursuant to its terms following the effectiveness of the Company’s 25-for-1 reverse stock split on October 9, 2024.

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

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On June 18, 2025, the Company held its Annual Meeting. Present at the Annual Meeting in person or by proxy were holders of 921,595 shares of common stock of the Company, representing 48.22% of the voting power of the shares of common stock of the Company as of the close of business on April 29, 2025, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. All matters voted upon at the Annual Meeting were approved with the required votes. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, withheld or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.

1. Election of Directors.

The following seven nominees were elected to serve as directors of the Company, with the following votes tabulated:

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For

Withheld

Broker Non-Vote

Abel De La Rosa, Ph.D.

280,845

1,941

638,809

Greg Duncan

280,056

2,730

638,809

David Keefer

279,347

3,439

638,809

John C. Thomas, Jr.

279,276

3,510

638,809

Melvin Toh, M.B.B.S.

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280,924

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1,862

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638,809

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Richard J. Whitley, M.D.

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280,166

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2,620

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638,809

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Alan Yu

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281,022

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1,764

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638,809

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2. Ratification of the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

The appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified, with the following votes tabulated:

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For				Against				Abstain				Broker Non-Vote
	888,808				31,671				1,116				—

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3. Approval of the amendment to the Dogwood Therapeutics, Inc. Amended and Restated 2020 Equity Incentive Plan.

The amendment to the Plan was approved with the following votes tabulated:

For				Against				Abstain				Broker Non-Vote
	275,020				6,482				1,284				638,809

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Item 9.01	Financial Statement and Exhibits.

(d)Exhibits.

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Exhibit Number		Description
10.1*	​	Dogwood Therapeutics, Inc. Amended and Restated 2020 Equity Incentive Plan, as amended.
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
June 24, 2025	​	​

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FAQ

What changes were made to VIRI's Equity Incentive Plan in June 2025?

VIRI's stockholders approved Amendment No. 2 to increase the shares reserved for issuance under the Equity Incentive Plan by 108,612 shares, bringing the total from 82,500 to 191,112 shares. This amendment was previously approved by the Board of Directors on April 17, 2025. The plan reflects adjustments following the company's 25-for-1 reverse stock split from October 9, 2024.

Who were elected as directors of VIRI at the June 2025 annual meeting?

Seven directors were elected: Abel De La Rosa Ph.D., Greg Duncan, David Keefer, John C. Thomas Jr., Melvin Toh M.B.B.S., Richard J. Whitley M.D., and Alan Yu. The election had strong shareholder support, with each director receiving over 279,000 votes in favor.

What was the shareholder turnout for VIRI's 2025 annual meeting?

The annual meeting had holders of 921,595 shares present in person or by proxy, representing 48.22% of the voting power of the company's common stock as of the April 29, 2025 record date, constituting a quorum for business transactions.

Did VIRI shareholders approve the appointment of their auditors for 2025?

Yes, shareholders ratified the appointment of Forvis Mazars, LLP as VIRI's independent registered public accounting firm for fiscal year 2025, with 888,808 votes in favor, 31,671 against, and 1,116 abstaining.

How did shareholders vote on VIRI's Equity Incentive Plan amendment?

The amendment to the Equity Incentive Plan was approved with 275,020 votes in favor, 6,482 votes against, 1,284 abstentions, and 638,809 broker non-votes, indicating strong shareholder support for the measure.