Dogwood Therapeutics: private placement of 4,098,360 shares for $5,000,000

What happened

• On Oct 19, 2026, Dogwood Therapeutics entered into a Subscription Agreement with Sealbond Limited to issue and sell 4,098,360 shares of common stock at $1.22 per share in a private placement. The gross proceeds are expected to be approximately $5,000,000, and the closing is expected to occur on or prior to Oct 29, 2026.
• On Oct 19, 2026, the company also entered into a Registration Rights Agreement with Sealbond under which the company agreed to register the resale of the shares. The company is required to file a registration statement with the SEC no later than the 15th day following the date of the Registration Rights Agreement and to use reasonable best efforts to have it declared effective no later than the 5th business day after notice from the SEC that it will not review or has no further comments.

Key details

• Shares: 4,098,360 shares; price: $1.22 per share; expected gross proceeds: $5,000,000.
• Sealbond beneficially owned approximately 63.9% of the company’s outstanding common stock prior to the private placement and is considered an affiliate.
• The shares are being issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D; the company noted the shares may not be offered or sold in the United States absent registration or an applicable exemption.
• Under the Registration Rights Agreement, the company will pay registration expenses (other than selling expenses, which Sealbond will bear) and the agreement includes customary indemnification provisions between the parties.

Why it may matter

• This Form 8-K reports Item 1.01 (entry into material definitive agreements) covering the Subscription Agreement and the Registration Rights Agreement, Item 3.02 (unregistered sales of equity securities) for the private placement, and Item 8.01 (other events) noting a press release announcing the transaction.
• The filing does not state why the insider traded or why the company acted.