Dogwood Therapeutics Files 8-K on Key Corporate Events

Ticker: DWTX · Form: 8-K · Filed: Sep 29, 2025 · CIK: 1818844

Dogwood Therapeutics, INC. 8-K Filing Summary
FieldDetail
CompanyDogwood Therapeutics, INC. (DWTX)
Form Type8-K
Filed DateSep 29, 2025
Risk Levelmedium
Pages11
Reading Time13 min
Key Dollar Amounts$0.0001
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-sale, corporate-action

TL;DR

Dogwood Therapeutics dropped an 8-K detailing new deals, stock sales, and bylaw changes. Watch closely.

AI Summary

On September 29, 2025, Dogwood Therapeutics, Inc. filed an 8-K report detailing several material events. These include entering into a material definitive agreement, unregistered sales of equity securities, material modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The company also made a Regulation FD disclosure and filed financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes in the rights of Dogwood Therapeutics' security holders, which could impact investors.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and material modifications to security holder rights, which can introduce uncertainty and potential risks for investors.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Dogwood Therapeutics, Inc.?

The filing does not specify the details of the material definitive agreement, only that one was entered into on or before September 29, 2025.

What type of equity securities were sold in the unregistered sale?

The 8-K filing indicates unregistered sales of equity securities occurred, but does not specify the type or amount of securities sold.

What are the material modifications to the rights of security holders?

The filing lists 'Material Modifications to Rights of Security Holders' as an item reported, but does not provide specific details on these modifications.

What specific amendments were made to Dogwood Therapeutics' articles of incorporation or bylaws?

The filing states that amendments to articles of incorporation or bylaws were made, but the specific changes are not detailed in this summary.

When did Dogwood Therapeutics, Inc. change its name from Virios Therapeutics, Inc.?

Dogwood Therapeutics, Inc. changed its name from Virios Therapeutics, Inc. on December 17, 2020.

Filing Stats: 3,254 words · 13 min read · ~11 pages · Grade level 14.2 · Accepted 2025-09-29 07:34:52

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Licensing Agreement On September 29, 2025, Dogwood Therapeutics, Inc. (the " Company ," "we," or "our") entered into an Exclusive Licensing Agreement (the " Licensing Agreement ") with Serpin Pharma Inc. (" Serpin Pharma ") and Rejuvenation Labs, Inc. (" Rejuvenation " and, together with Serpin Pharma, " Serpin "), pursuant to which Serpin granted the Company a royalty-free, sublicensable global license to develop Serpin Pharma's intravenous formulation of SP16. SP16 is a first-in-class LRP1 agonist which has demonstrated both anti-inflammatory and neural repair activity that has the potential to treat chemotherapy-induced peripheral neuropathy. In consideration of the Licensing Agreement, the Company has agreed to issue 191,017 shares of its common stock, par value $0.0001 per share ("Common Stock") and 89.5939 shares of its Series A-2 Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A-2 Preferred Stock") to Serpin Pharma and (ii) 191,017 shares of its Common Stock and 89.5939 shares of its Series A-2 Preferred Stock to Rejuvenation, as further described under "Serpin Registration Rights Agreement." Tungsten Advisors (through its Broker-Dealer, Finalis Securities LLC) (together with its affiliates, " Tungsten ") acted as the financial advisor to the Company in connection with the Combination. As compensation for services rendered by Tungsten, the Company issued to Tungsten and its affiliates and designees an aggregate of 10.8694 shares of Series A-2 Preferred Stock. The foregoing description of the Licensing Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Licensing Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Serpin Registration Rights Agreement On September 29, 2025, in connection with the Licensing Agreement, the Company also en

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. Pursuant to the Serpin Registration Rights Agreement, the Company issued shares of Common Stock and Series A-2 Preferred Stock. Such issuances were exempt from the registration requirements of the Securities Act of 1933, as amended (the " Securities Act ") in reliance on Section 4(a)(2) of the Securities Act. The shares of Common Stock and Series A-2 Preferred Stock issued in relation to the Serpin Registration Rights Agreement have not been registered under the Securities Act and none of such Securities may be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto will constitute an offer to sell or the solicitation of an offer to buy shares of Common Stock, Series A-2 Preferred Stock or any other securities of the Company.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Items 3.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year. On September 29, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A-2 Non-Voting Convertible Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Delaware in connection with the Serpin Registration Rights Agreement referenced in Item 1.01 above. The Certificate of Designation provides for the designation of shares of the Series A-2 Preferred Stock. 3 Holders of Series A-2 Preferred Stock are not entitled to receive dividends on shares of Series A-2 Preferred Stock. Except as otherwise required by law, the Series A-2 Preferred Stock does not have voting rights. However, as long as any shares of Series A-2 Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the Series A-2 Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to the Series A-2 Preferred Stock or alter or amend the Certificate of Designation, amend or repeal any provision of, or add any provision to, the Charter or Amended and Restated Bylaws of the Company, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of Preferred Stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series A-2 Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Charter or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, (ii) issue further shares of Series A-2 Preferred Stock, or increase or decrease (other than by conversion) the number of authorized shares of Series A-2 Preferred Stock (iii) prior to the Stockholder Approval (as defined in the Certificate of De

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Press Release On September 29, 2025, the Company issued a press release announcing the transaction described in this Current Report on Form 8-K (the " Licensing Transaction "). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. On September 29, 2025, the Company posted a presentation to its website that may be used by the Company from time to time with investors, analysts, collaborators, vendors or other third parties. A copy of the presentation is furnished as Exhibit 99.2 The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release and the presentation attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act. 4 Cautionary Note Regarding Forward Looking Statements This Form 8-K contains "forward-looking statements," within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 about the future expectations, plans, that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "objective," "ongoing," "plan," "predict," "project," "potential," "should," "will," or "would," and or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, stock listing, performance or achievemen

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 3.1 Certificate of Designation of Series A-2 Non-Voting Convertible Preferred Stock of Dogwood Therapeutics, Inc., dated September 29, 2025 10.1 Exclusive License Agreement, dated September 29, 2025, by and between Dogwood Therapeutics, Inc. and Serpin Pharma, Inc. 10.2* Equity Issuance and Registration Rights Agreement, dated September 29, 2025, by and between Dogwood Therapeutics, Inc., Serpin Pharma, Inc. and Rejuvenation Labs, Inc. 10.3 Serpin Support Agreement. 10.4 Form of Tungsten Support Agreement. 10.5 Sealbond Support Agreement. 99.1 Press Release of Dogwood Therapeutics, Inc., dated September 29, 2025 (furnished herewith). 99.2 Presentation, dated September 29, 2025 (furnished herewith). 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Exhibit omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such omitted exhibit to the Securities and Exchange Commission upon request. 6

SIGNATURES

SIGNATURES 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. DOGWOOD THERAPEUTICS, INC. By: /s/ Angela Walsh Name: Angela Walsh Title: Chief Financial Officer, Corporate Secretary and Treasurer September 29, 2025 7

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