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

Rhea-AI Filing Summary

Middlefield Banc Corp (MBCN) Form 4 filing: Director Michael C. Voinovich reported a routine equity grant dated 06/27/2025. He received 405 restricted stock units (RSUs) under the director compensation program. Each unit will convert into one common share upon the earlier of one year from grant or the next annual shareholder meeting, assuming continued board service.

No common shares were sold. After the award, Voinovich’s beneficial ownership totals 3,122.425 shares directly and 22,888.681 shares indirectly across multiple IRAs and a Rabbi Trust, plus the newly granted 405 RSUs recorded as a derivative holding.

The transaction aligns director incentives with shareholders but is immaterial to MBCN’s share count and does not signal a change in corporate outlook.

Insights

Securities Analyst

TL;DR Routine 405-share RSU grant to director; no buying or selling pressure, negligible valuation impact.

The filing shows a standard board compensation award rather than an open-market purchase or disposition. With fewer than 500 shares involved, the grant is immaterial to float and does not provide insight into future earnings or strategic shifts. Post-grant ownership remains modest, so signalling value is limited. Overall, the disclosure is compliance-oriented and unlikely to influence trading activity.

Corporate Governance Expert

TL;DR Grant strengthens director–shareholder alignment but is ordinary-course and low-materiality.

The RSUs vest within a year or at the next AGM, reinforcing near-term performance focus. Terms include forfeiture on board departure (except death/disability), a typical retention device. Absence of voting and dividend rights until vesting is standard. From a governance standpoint, the grant is consistent with best practices but does not introduce new risk or benefit significant enough to affect investor decisions.

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

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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^*

Walsh Angela

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		12,075		(1)	06/27/2035	Common Stock	12,075	$0	12,075	D

Explanation of Responses:

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

	/s/ Greg Duncan, Attorney-in-Fact	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.
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FAQ

How many shares did MBCN director Michael C. Voinovich acquire on 06/27/2025?

He was granted 405 restricted stock units, each convertible into one common share.

Did the Form 4 report any sale of Middlefield Banc Corp stock?

No. The filing shows no dispositions; it only records an RSU grant.

What is Michael C. Voinovich’s total MBCN share ownership after the transaction?

He beneficially owns 3,122.425 direct shares, 22,888.681 indirect shares, and 405 RSUs.

When will the newly granted RSUs to Voinovich vest?

They vest on the one-year anniversary of 06/27/2025 or at the next annual shareholder meeting, whichever occurs first.

Does the RSU grant include voting or dividend rights before vesting?

No. Until vesting, the units carry no voting or dividend rights.