---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-003211"
form_type: "8-K"
ticker: "DWTX"
cik: "0001818844"
company_name: "Dogwood Therapeutics, Inc."
filed_at: "2026-01-13T23:59:59+00:00"
generated_at: "2026-05-16T10:42:04.192202+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Dogwood Therapeutics raises $12.5M upfront; potential $14.4M from warrant exercise

## Summary
- Gross proceeds of $12.5M from registered direct offering and concurrent private placement; potential additional $14.4M upon warrant exercise.
- Offering priced at-the-market under Nasdaq rules: $2.85 per unit (share or pre-funded warrant plus Common Stock warrant).
- Warrants exercisable at $3.28 per share, subject to stockholder approval, expire 5.5 years after approval.
- Company terminated Northland at-the-market agreement; only $89,792 raised under that facility.
- Proceeds to advance Halneuron Phase 2b final data readout and pursue strategic opportunities.

## SEC filing metadata
- accession: 0001104659-26-003211
- form_type: 8-K
- ticker: DWTX
- cik: 0001818844
- company_name: Dogwood Therapeutics, Inc.
- filed_at: 2026-01-13T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 1.02, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1818844/000110465926003211/0001104659-26-003211-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1818844/000110465926003211/dwtx-20260109x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-003211
- JSON: https://secwatch.observer/filing/0001104659-26-003211.json
- Plain text: https://secwatch.observer/filing/0001104659-26-003211.txt

## Key facts
- Material Agreements
  Dogwood Therapeutics, Inc. entered into Registration Rights Agreement with the Investor (effective 2026-01-11).
  - Action: entry
  - Counterparty: the Investor
  - Effective: 2026-01-11
  source text: On January 11, 2026, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor
  evidence_url: https://www.sec.gov/Archives/edgar/data/1818844/000110465926003211/0001104659-26-003211-index.htm
- Material Agreements
  Dogwood Therapeutics, Inc. entered into Purchase Agreement with a single institutional investor valued at approximately $12.5 million (effective 2026-01-11).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: a single institutional investor
  - Value: approximately $12.5 million
  - Effective: 2026-01-11
  source text: On January 11, 2026, Dogwood Therapeutics, Inc., a Delaware corporation (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor named therein (the “Investor”) pursuant to which the Company agreed to sell and issue in a registered direct offering (the “Registered Offering”) to the Investor 2,338,948 shares of common stock
  evidence_url: https://www.sec.gov/Archives/edgar/data/1818844/000110465926003211/0001104659-26-003211-index.htm
- Material Agreements
  Dogwood Therapeutics, Inc. terminated Equity Distribution Agreement (effective 2026-01-09).
  - Action: termination
  - Agreement: atm program
  - Effective: 2026-01-09
  source text: On January 9, 2026, Dogwood Therapeutics, Inc., a Delaware corporation (the “Company”) provided notice of its termination, effective January 9, 2026, of the Equity Distribution Agreement, dated November 28, 2025 (the “Northland Agreement")
  evidence_url: https://www.sec.gov/Archives/edgar/data/1818844/000110465926003211/0001104659-26-003211-index.htm
- Material Agreements
  Dogwood Therapeutics, Inc. entered into Placement Agency Agreement with Maxim Group LLC valued at approximately $12.5 million (effective 2026-01-11).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Maxim Group LLC
  - Value: approximately $12.5 million
  - Effective: 2026-01-11
  source text: On January 11, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1818844/000110465926003211/0001104659-26-003211-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.