Dogwood Therapeutics Inc

This management proposal asks shareholders to approve the exercise by an institutional Investor of an unregistered common warrant (the “Common Warrant”) to acquire up to 4,386,037 shares and to authorize issuance of those shares upon exercise to satisfy terms of a January 11, 2026 Securities Purchase Agreement. Management seeks shareholder approval to comply with Nasdaq Listing Rule 5635(d) and the contractual terms of the Securities Purchase Agreement which condition exercise and issuance on stockholder consent; absent approval, exercise would be barred and the Company would need to hold repeated special meetings on a rolling basis until approval is obtained or the warrant is no longer outstanding. The issuance, if exercised in full, would represent approximately 20.05% of pre-transaction outstanding shares and would therefore be dilutive to existing stockholders, reducing their percentage voting power, liquidation rights, and potentially impairing book value and earnings per share and market price. The Common Warrant has an initial exercise price of $3.28 per share, a five year and six month term following shareholder approval, and contains customary adjustment mechanics and board discretion to reduce the exercise price, including no fixed floor. The vote required is a majority of shares present or represented and entitled to vote on the proposal. The board unanimously recommends a “FOR” vote, emphasizing that approval is necessary to implement the financing arrangement, avoid recurring meeting and legal costs and distractions to management, and allow the Company to access the capital and contractual benefits from the Securities Purchase Agreement. The Company discloses the potential adverse effects for existing shareholders (dilution and potential downward pressure on the stock price), providing shareholders with the principal trade-offs they must weigh: contractual/compliance necessity and financing execution versus dilution. Given the concentrated ownership noted elsewhere in the proxy, this transaction could materially alter ownership percentages and influence; shareholders should consider both the immediate financing benefits and the mid- to long-term governance and economic impacts when evaluating the proposal.

This management proposal requests shareholder authorization to adjourn, postpone, or continue the Special Meeting if there are insufficient votes to approve Proposal No. 1, thereby allowing the Company additional time to solicit proxies in favor of the Common Warrant Proposal. The adjournment authority would permit the board and management to seek additional votes, including from holders who previously voted against the Common Warrant Proposal, and to re-convene the meeting as needed to achieve the required shareholder approval threshold. The proposal is contingent on Proposal No. 1 failing to secure sufficient support at the scheduled meeting and functions as a procedural safeguard to facilitate completion of the financing transaction reflected in the Securities Purchase Agreement. Approval requires a majority of votes cast, and the board recommends a “FOR” vote to preserve flexibility and avoid immediate failure of the financing-related proposal due to timing or outreach shortfalls. The companion adjournment request is routine in contested or close corporate actions where shareholder turnout or vote timing could prevent timely approval; it does not itself change substantive terms of the financing but affects process and timing risks. Management frames this as necessary to allow time for outreach and administrative steps to obtain approval without having to abandon or repeat the entire solicitation process. Investors should view this proposal in direct relation to the substantive Common Warrant Proposal: its approval increases the practical likelihood that the financing transaction can be effectuated by providing management additional time and authority to secure supportive votes.