CK Life Sciences Discloses Stake in Virios Therapeutics

TL;DR

**CK Life Sciences now has a stake in Virios Therapeutics. Big move.**

AI Summary

CK Life Sciences Int'l., (Holdings) Inc. has filed a Schedule 13D regarding Virios Therapeutics, Inc. The filing, dated October 15, 2024, indicates a change in beneficial ownership. The filing does not specify a dollar amount or a precise percentage of shares held, but it is a significant disclosure for investors in Virios Therapeutics.

Why It Matters

This filing signals a substantial change in ownership for Virios Therapeutics, potentially impacting its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, introducing uncertainty for investors.

Key Players & Entities

• CK LIFE SCIENCES INT'L., (HOLDINGS) INC. (company) — Filing entity
• Virios Therapeutics, Inc. (company) — Subject company
• Cindy Chiu (person) — Authorized to receive communications
• Sealbond Ltd (company) — Former company name for a filing entity

FAQ

Key Financial Figures

• $0.0001 — INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securiti
• $19,500,000 — ny in the aggregate principal amount of $19,500,000, of which (i) $16,500,000.00 will be di
• $16,500,000.00 — pal amount of $19,500,000, of which (i) $16,500,000.00 will be disbursed on October 7, 2024 an
• $3,000,000.00 — e disbursed on October 7, 2024 and (ii) $3,000,000.00 will be disbursed on February 18, 2025,
• $10,000,000 — tration Rights Agreement), would exceed $10,000,000), then the Company shall as soon as pra
• $7,500,000 — e, net of Selling Expenses, of at least $7,500,000; provided, that, if at the time of such
• $1,000,000 — t of Selling Expenses, must be at least $1,000,000, then the Company shall as soon as prac

Filing Documents

• tm2426185d1_sc13d.htm (SC 13D) — 105KB
• tm2426185d1_ex99-5.htm (EX-99.5) — 4KB
• 0001104659-24-108596.txt ( ) — 110KB

Security and Issuer

Item 1. Security and Issuer This Schedule 13D relates to the common stock, $0.0001 par value (“ Common Stock ”), of Dogwood Therapeutics, Inc. (the “ Company ” or “ Dogwood ”). The address of the principal executive offices of the Company is 44 Milton Avenue, Alpharetta, Georgia 30009.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is being filed jointly by: (1) Sealbond Limited, a British Virgin Islands limited company (“ Sealbond ”); and (2) CK Life Sciences Int’l., (Holdings) Inc., a company incorporated in the Cayman Islands with limited liability (“ CK Life Sciences ” and, together with Sealbond, the “ Reporting Persons ”). (b) The principal business address of each of the Reporting Persons is 7th Floor, Cheung Kong Center 2 Queen’s Road Central Hong Kong. (c) The principal business of each Reporting Person is the research and development, commercialization, marketing and sale of biotechnology products. Sealbond is an indirect, wholly-owned subsidiary of CK Life Sciences. Sealbond is a direct, wholly-owned subsidiary of Kamfull Limited, a British Virgin Islands limited company, which is a direct, wholly-owned subsidiary of Biotech Strategic Holdings Ltd., a British Virgin Islands limited company. Biotech Strategic Holdings Ltd. is a direct, wholly-owned subsidiary of CK Life Sciences. CK Life Sciences is a company listed on the Stock Exchange of Hong Kong (the “ SEHK ”). Information concerning CK Life Sciences, including its significant investors, is disclosed in reports available through the SEHK website and on CK Life Sciences’ website. Attached hereto as Schedule A , and incorporated herein by reference, is information concerning each director and executive officer of each Reporting Person, which is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. (d)(e) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration Sealbond acquired the shares of Common Stock and Series A Preferred Stock pursuant to the Combination described below in Item 4.

Purpose of Transaction

Item 4. Purpose of Transaction Share Exchange Agreement On October 7, 2024, the Company entered into the Share Exchange Agreement (the “ Exchange Agreement ”) with Sealbond, pursuant to which the Company acquired 100% of the issued and outstanding common shares of Pharmagesic (Holdings) Inc., a Canadian corporation (“ Pharmagesic ”) (such transaction, the “ Combination ”). Prior to the Combination, Pharmagesic was a wholly-owned subsidiary of Sealbond and an indirect wholly-owned subsidiary of CK Life Sciences. Under the terms of the Exchange Agreement, following the consummation of the Combination (the “ Closing ”) and the effectiveness of the Reverse Stock Split described below, on October 9, 2024, the Company issued to Sealbond an aggregate of 211,383 shares of Common Stock and 2,108.3854 shares of the Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (“ Series A Preferred Stock ”). The number of shares issued to Sealbond reflects the effect of the Reverse Stock Split described below. Each share of Series A Preferred Stock is convertible into 10,000 shares of Common Stock, subject to certain conditions described in the Exchange Agreement, including approval by the Company’s stockholders of the Conversion Proposal described below. Following the effectiveness of the Reverse Stock Split described below and following the issuance of the Common Stock pursuant to the Exchange Agreement, the Company will have 1,332,268 shares of Common Stock issued and outstanding. Pursuant to the Exchange Agreement, the Company has agreed to hold a stockholders’ meeting to submit the following matters to its stockholders for their consideration: (i) the approval of the conversion of shares of Series A Preferred Stock into shares of Common Stock in accordance with the rules of the Nasdaq Stock Market LLC (the “ Conversion Proposal ”) (ii) the approval of

Interest in Securities of the Company

Item 5. Interest in Securities of the Company Sealbond is the direct owner of 211,383 shares of Common Stock, which shares represent approximately 15.9% of the 1,332,268 shares of Common Stock outstanding after the Reverse Stock Split and the issuance of the Common Stock pursuant to the Exchange Agreement, as reported in the Current Report on Form 8-K filed by the Company on October 7, 2024. Sealbond also directly owns 2,108.3854 shares of Series A Preferred Stock issued to it in the Combination. Conversion of the Series A Preferred Stock is subject to approval by the stockholders of the Company and a beneficial ownership limitation of 19.99% of the outstanding Common Stock. Accordingly, the amounts reported as beneficially owned by Sealbond exclude 21,083,854 shares of Common Stock that may become issuable upon conversion of the 2,108.3854 shares of Series A Preferred Stock directly owned by Sealbond. CK Life Sciences is the indirect parent company of Sealbond and may be deemed to have voting and dispositive power over shares of Common Stock held directly by Sealbond. Other than the Combination discussed above, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company The information set forth in item 4 above is incorporated by reference into this Item 6.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit No. Description 99.1 Share Exchange Agreement, dated October 7, 2024, relating to Pharmagesic (Holdings) Inc., by and between Dogwood Therapeutics, Inc. (f/k/a Virios Therapeutics, Inc.) and Sealbond Limited (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed

View Full Filing

View this SC 13D filing on SEC EDGAR