Dogwood Therapeutics 与 Sealbond 签署认购协议

​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

​

Date of Report (Date of earliest event reported):  October 19, 2026

​

DOGWOOD THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Charter)

​

​

​

​

Registrant’s Telephone Number, Including Area Code (866) 620-8655

​

(Former Name or Former Address, if Changed Since Last Report) Not Applicable

​

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

​

​

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:

​

​

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. ☐

​

​

​

​

Item 1.01.Entry into a Material Definitive Agreement.

Subscription Agreement

On October 19, 2026, Dogwood Therapeutics, Inc. (the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”) with Sealbond Limited (“Sealbond”), pursuant to which the Company agreed to issue and sell 4,098,360 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company to Sealbond in a private placement. The Shares are being sold at a purchase price of $1.22 per Share.

The gross proceeds to the Company from the private placement are expected to be approximately $5 million before deducting offering expenses. The Company intends to use the proceeds from the private placement for general working capital. All of the Shares in the private placement are being sold by the Company.

Sealbond beneficially owns approximately 63.9% of the Company’s outstanding Common Stock prior to giving effect to the private placement and is considered an affiliate of the Company.

The issuance of the Shares to Sealbond will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The Company is relying on this exemption from registration based in part on representations made by Sealbond. The Shares may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K nor the exhibits attached hereto constitutes an offer to sell or the solicitation of an offer to buy the Shares described herein.

The closing of the private placement is expected to occur on or prior to October 29, 2026 (the “Closing Date”).

Registration Rights Agreement

On October 19, 2026, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with Sealbond, pursuant to which the Company agreed to register for resale the Shares issued in the private placement (the “Registrable Securities”). The Company is required to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) no later than the 15th day following the date of the Registration Rights Agreement (the “Filing Deadline”) and to use reasonable best efforts to have the registration statement declared effective as soon as reasonably practicable following the filing thereof but in any event no later than the fifth (5^th) business day after notice is received from the SEC that it will not review, or has no further comments to, the registration statement.

The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities, other than selling expenses, which will be borne by Sealbond.

The Registration Rights Agreement provides that the Company will indemnify Sealbond and its controlling persons, members, directors, officers, partners, employees, managers, agents, representatives and advisors against certain liabilities, including liabilities under the Securities Act arising from untrue statements or omissions of material fact in the registration statement or related prospectus, or from violations of securities laws by the Company in connection with the registration, except to the extent arising from information furnished in writing by Sealbond for use therein. Sealbond has agreed to indemnify the Company and certain related persons against liabilities arising from such information, limited to the proceeds received by Sealbond from the sale of the Registrable Securities giving rise to the claim.

​
The foregoing descriptions of the Subscription Agreement and the Registration Rights Agreement do not

2

​

purport to be complete and are qualified in their entirety by reference to the full text of the Subscription Agreement and the Registration Rights Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

The representations, warranties and covenants contained in the Subscription Agreement and the Registration Rights Agreement were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Subscription Agreement and the Registration Rights Agreement are incorporated herein by reference only to provide investors with information regarding the terms thereof and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

​

​

Item 3.02.Unregistered Sale of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K regarding the private placement is incorporated by reference into this Item 3.02. The Shares have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act.

​

​

Item 8.01.Other Events.

On October 19, 2026, the Company issued a press release announcing the private placement. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

​

​

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

​

* Filed Herewith

​

3

​

​

SIGNATURES

​

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.

​

​

4