Dogwood Therapeutics, Inc. 8-K

What Happened

• Dogwood Therapeutics, Inc. announced a registered direct offering and a concurrent private placement that closed on January 13, 2026. The Company sold 2,338,948 shares of common stock in the registered offering and issued unregistered private warrants: pre-funded warrants for up to 2,047,089 shares and common stock warrants for up to 4,386,037 shares.
• The combined offering price was $2.8499 per pre-funded warrant plus accompanying common warrant (effectively $2.85 per registered share when paired with a common-warrant), and the gross proceeds are expected to be approximately $12.5 million before fees and expenses. Maxim Group LLC acted as placement agent and will receive a cash fee equal to 7.0% of gross proceeds.

Key Details

• Registered shares sold: 2,338,948 common shares (closed Jan 13, 2026).
• Private warrants: pre-funded warrants exercisable for 2,047,089 shares at $0.0001 per share (immediately exercisable); common stock warrants for 4,386,037 shares at $3.28 per share, exercisable for 5.5 years after stockholder approval.
• Ownership caps: exercises limited so a holder (with affiliates) cannot exceed ~9.99% beneficial ownership via pre-funded warrants or ~4.99% via common-warrants (subject to limited exceptions).
• Registration and fees: Company agreed to file resale registration(s) for shares underlying the private warrants within 20 days of closing and to use best efforts to have them effective within 60 days (75 days if SEC review). Placement agent fee = 7% of gross proceeds; reimbursement of certain expenses up to $75,000.
• Termination of ATM: Dogwood terminated its equity distribution agreement with Northland Securities, effective Jan 9, 2026; only $89,792 of shares were sold under that program and there are no termination penalties.

Why It Matters

• This financing provides Dogwood with roughly $12.5M of new capital, which can support operations, clinical programs, or near-term liquidity needs.
• The issuance of warrants creates potential future dilution if and when warrants are exercised (noting the pre-funded warrants are immediately exercisable while the common warrants require stockholder approval). The registration rights reduce resale restrictions on those future shares once the registration statement is effective.
• Termination of the Northland ATM removes one sales channel but had minimal usage to date, so its termination is unlikely to materially change near-term financing flexibility.