[Form 4] Virios Therapeutics, Inc. Common Stock Insider Trading Activity

Rhea-AI Filing Summary

On July 1, 2025, Dogwood Therapeutics, Inc. (ticker DWTX) filed a Form 4 disclosing that its Chief Executive Officer and Director, Gregory Scott Duncan, received a grant of 40,000 stock options on June 27, 2025. The options carry an exercise price of $4.71 per share, become exercisable one-third on June 27, 2026, and thereafter vest in equal monthly installments over 24 months, with an expiration date of June 27, 2035. Following this grant, Mr. Duncan beneficially owns 40,000 derivative securities directly. No shares of common stock were bought or sold, and there were no disposals of derivative securities. The filing represents routine executive compensation disclosure rather than a market-moving transaction.

Insights

Senior Equity Analyst

TL;DR: Routine option grant; neutral impact on valuation.

This Form 4 records a standard incentive award to CEO Greg Duncan—40 k options at $4.71, vesting over three years. Such grants are common for retention and alignment purposes and do not change share count today; potential dilution is immaterial relative to typical small-cap option pools. No open-market buying or selling occurred, so the filing offers no directional signal on management’s view of intrinsic value. Overall, the disclosure is administrative and should not materially influence DWTX’s investment thesis.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Duncan Gregory Scott

(Last) (First) (Middle)

C/O DOGWOOD THERAPEUTICS, INC.

44 MILTON AVENUE

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dogwood Therapeutics, Inc. [ DWTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$4.71	06/27/2025		A		40,000		(1)	06/27/2035	Common Stock	40,000	$0	40,000	D

Explanation of Responses:

1. The stock option vests one-third on June 27, 2026 and 1/24th monthly thereafter.

	/s/ Greg Duncan	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Dogwood Therapeutics (DWTX) report on Form 4?

CEO Greg Duncan received 40,000 stock options at an exercise price of $4.71 on June 27, 2025.

Did the CEO of Dogwood Therapeutics buy or sell any common shares?

No. The Form 4 shows only an option grant; there were no purchases or sales of common stock.

What is the vesting schedule for the 40,000 options granted to Greg Duncan?

One-third vests on June 27, 2026, with the remainder vesting 1/24 monthly thereafter until fully vested.

When do the granted Dogwood Therapeutics options expire?

The options expire on June 27, 2035 if not exercised earlier.

How many derivative securities does the Dogwood CEO own after this filing?

Following the transaction, Greg Duncan beneficially owns 40,000 derivative securities (options) directly.