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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
The information provided pursuant to this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
The information provided pursuant to this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, regardless of any general incorporation language in such filing. Forward Looking Statements This Report on Form 8-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based up…
Entry into a Material Definitive Agreement. Registered Direct Offering and Concurrent Private Placement On January 11, 2026, Dogwood Therapeutics, Inc., a Delaware corporation (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor named therein (the “Investor”) pursuant to which the Company agreed to sell and issue in a registered direct offering (the “Registered Offering”) to the Investor 2,338,948 shares of common stock,…
Termination of a Material Definitive Agreement Termination of At-the-Market Offering Program On January 9, 2026, Dogwood Therapeutics, Inc., a Delaware corporation (the “Company”) provided notice of its termination, effective January 9, 2026, of the Equity Distribution Agreement, dated November 28, 2025 (the “Northland Agreement”), by and between the Company and Northland Securities, Inc. (trade name Northland Capital Markets) (“Northland”). As previously reported, pursuant to the terms of th…
Unregistered Sale of Equity Securities The information under
Entry into a Material Definitive Agreement. On November 28, 2025, Dogwood Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an Equity Distribution Agreement (the “Agreement”) with Northland Securities, Inc. (trade name Northland Capital Markets), as sales agent (the “Sales Agent”), relating to the issuance and sale from time to time by the Company (the “ATM Program”), through the Sales Agent, of shares of the Company’s common stock, par value $0.0001 per share, having a…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Dogwood Therapeutics, Inc. Second Amended and Restated Equity Incentive Plan. On November 21, 2025, Dogwood Therapeutics, Inc. (the “Company”) held its special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved the Dogwood Therapeutics, Inc. Second Amended and Restated Equity Incentive Plan…
The information provided pursuant to this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
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 suc…
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 th…
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
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 “an…
The information provided pursuant to this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 27, 2025, the Board of Directors of Dogwood Therapeutics, Inc. (the “Company”), approved a base salary increase for Angela Walsh, Chief Financial Officer of the Company, to $321,903 per year from $279,916, per year, as a result of a review of base salary levels for similar positions among peer companies. The salary increase for Ms. Walsh be…
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. Am…
The information provided pursuant to this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
The information provided pursuant to this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Entry into a Material Definitive Agreement. On March 12, 2025, Dogwood Therapeutics, Inc. (the “ Company ”) entered into a stock purchase agreement (the “ Purchase Agreement ”) with certain non-affiliated institutional investors (the “ Purchasers ”) pursuant to which the Company agreed to sell 578,950 shares of its common stock, par value $0.0001 per share (“ Common Stock ”) in a registered direct offering (the “ Offering ”), for gross proceeds of approximately $4.8 million. The purchase pric…
Other Events. On March 13, 2025, the Company issued a press release announcing that the Company had priced the Offering. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. Forward Looking Statements Some of the statements in this report are contain “forward-looking statements,” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, that are subject to substantial risks and uncertainties. All statements, other than state…
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. 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 “antic…
Material Modification to Rights of Security Holders. To the extent required by
above. The Certificate of Designation provides for the designation of shares of the Series A-1 Preferred Stock. Holders of Series A-1 Preferred Stock are not entitled to receive dividends on shares of Series A-1 Preferred Stock. Except as otherwise required by law, the Series A-1 Preferred Stock does not have voting rights. However, as long as any shares of Series A-1 Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then-o…
Pursuant to the Exchange and Cancellation Agreement, the Company issued shares of Series A-1 Preferred Stock. This issuance was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act. 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-…
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