Dogwood Therapeutics Inc — Current Report (Form 8-K)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported):  November 21, 2025

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DOGWOOD THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Charter)

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Registrant’s telephone number, including area code:  (866) 620-8655

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(Former name or former address, if changed since last report): Not Applicable

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Securities registered pursuant to Section 12(b) of the Act:

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company     ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.       ☐

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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 “Plan”), which was approved by the Company’s Board of Directors on September 26, 2025. The Plan amends and restates the Dogwood Therapeutics, Inc. Amended and Restated Equity Incentive Plan (the “Prior Plan”) to increase the number of shares of common stock of the Company reserved for issuance under the Prior Plan by an additional 2,781,665 shares, increasing the total number of shares from 191,122 shares under the Prior Plan to 2,972,787 shares. The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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On November 21, 2025, the Company held its Special Meeting. Present at the Annual Meeting in person or by proxy were holders of 820,239 shares of common stock of the Company, representing 35.76% of the voting power of the shares of common stock of the Company as of the close of business on October 14, 2025, the record date for the Special Meeting, and constituting a quorum for the transaction of business. All matters voted upon at the Special Meeting were approved with the required votes, including for purposes of applicable Nasdaq Listing Rules. The matters that were voted upon at the Special Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.

1. Approval, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the potential issuance of our common stock upon conversion of the Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share.

The potential issuance of the Company’s common stock upon conversion of the Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share was approved and, following such approval and conversion of the Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share, the Company’s business combination with Sealbond Limited as contemplated by that certain Share Exchange Agreement, dated October 7, 2024 by and between the Company and Sealbond Limited, is complete. The following votes were tabulated:

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2. Approval, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the potential issuance of our common stock upon conversion of the Company’s Series A-1 Non-Voting Convertible Preferred Stock, par value $0.0001 per share.

The potential issuance of the Company’s common stock upon conversion of the Series A-1 Non-Voting Convertible Preferred Stock, par value $0.0001 per share was approved, with the following votes tabulated:

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3. Approval, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the potential issuance of our common stock upon conversion of the Company’s Series A-2 Non-Voting Convertible Preferred Stock, par value $0.0001 per share.

The potential issuance of the Company’s common stock upon conversion of the Series A-2 Non-Voting Convertible Preferred Stock, par value $0.0001 per share was approved, with the following votes tabulated:

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4. Approval of the Dogwood Therapeutics, Inc. Second Amended and Restated 2020 Equity Incentive Plan.

The Dogwood Therapeutics Inc. Second Amended and Restated 2020 Equity Incentive Plan was approved with the following votes tabulated.

5. Approval of the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate.

The adjournment of the Special Meeting to a later date or dates, if necessary or appropriate was approved with the following votes tabulated.

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(d)Exhibits.

* Filed Herewith

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SIGNATURES

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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.

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