DWTX

Business Context and Reporting Period

Company: Dogwood Therapeutics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 28, 2025
Reporting Period: Single event date (November 28, 2025)
Business Context: The Company, a Delaware corporation, entered into a material definitive agreement to establish an "at-the-market" (ATM) equity distribution program.

Key Financial Metrics

This filing does not contain periodic financial statements (revenue, profit, cash flow, or margins). The following capital market metrics are disclosed:

• Aggregate Offering Price: Up to $8,558,712 in shares of common stock.
• Commission Rate: 3.0% of gross offering proceeds paid to the Sales Agent.
• Market Cap Impact: The offering represents 21.38% of the value of the Company's outstanding common stock held by non-affiliates as of the filing date.
• Debt and Liquidity: No specific debt or liquidity figures are provided in this text.

Material Changes

The primary material change is the execution of an Equity Distribution Agreement with Northland Securities, Inc. (Northland Capital Markets). This agreement authorizes the Company to sell shares from time to time through the Sales Agent, subject to market conditions. No prior comparable period data is provided for comparison as this is a current event report.

Guidance, Outlook, and Risks

Management Commentary: The Company intends to utilize the ATM program to raise capital as needed. The offering will terminate upon the sale of all shares or earlier termination per agreement terms.
Risks and Contingencies:

• Dilution: The potential issuance of shares representing over 21% of the non-affiliate float may dilute existing shareholders.
• Market Conditions: Sales are "at-the-market," meaning they depend on prevailing market prices and may not be executed if conditions are unfavorable.
• Costs: The Company incurs a 3.0% commission on all proceeds generated through the program.

Unusual Items: None reported beyond the standard establishment of the ATM facility.

Investor Verification Checklist

• Verify the current share price to estimate the number of shares potentially issuable under the $8,558,712 cap.
• Review the Company's most recent 10-Q or 10-K to assess current cash runway and the necessity of this capital raise.
• Confirm the exact number of shares outstanding to calculate the precise dilution impact of the 21.38% non-affiliate float metric.
• Examine the full text of the Equity Distribution Agreement (Exhibit 10.1) for specific termination rights and blackout periods.