{"schema_version":"secwatch.filing_event.v1","accession":"0001558370-23-011237","form_type":"8-K","ticker":"DWTX","cik":"0001818844","company_name":"Dogwood Therapeutics, Inc.","filed_at":"2023-06-20T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.826084+00:00","generated_at":"2026-06-13T21:38:41.991996+00:00","sec_items":["5.07"],"event_type":"other_material","sentiment":"negative","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Virios shareholders reject proposed reverse stock split at annual meeting","bullets":["Reverse stock split proposal (1:2 to 1:25) failed: 9,011,430 for, 720,787 against, 123,006 abstain.","Split required majority of outstanding shares (~9.17M); for votes were 9,011,430, short of threshold.","Board had proposed split to regain Nasdaq compliance amid low stock price.","All seven director nominees elected with 4.05M-5.40M for votes; auditor FORVIS ratified.","Quorum of 9,855,223 shares (53.76% of outstanding) present at June 15, 2023 meeting."],"urls":{"canonical":"https://secwatch.observer/filing/0001558370-23-011237","json":"https://secwatch.observer/filing/0001558370-23-011237.json","markdown":"https://secwatch.observer/filing/0001558370-23-011237.md","text":"https://secwatch.observer/filing/0001558370-23-011237.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1818844/000155837023011237/0001558370-23-011237-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1818844/000155837023011237/tmb-20230615x8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T21:38:41.991996+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"871c752c00dd93c063df5d8ed0a34defdc021066","claim":"Dogwood Therapeutics, Inc. shareholders rejected Approval of an amendment to our Certificate of Incorporation to effect a reverse stock split of the outstanding shares of common stock at a ratio of not less than 1-for-2 and not more than 1-for-25, with the exact ratio within this range and the effective time of the reverse stock split determined b at the 2023-06-15 meeting.","evidence_excerpt":"Approval of an amendment to our Certificate of Incorporation to effect a reverse stock split of the outstanding shares of common stock at a ratio of not less than 1-for-2 and not more than 1-for-25, with the exact ratio within this range and the effective time of the reverse stock split determined by our Board of Directors in its sole discretion. The amendment to our Certificate of Incorporation to effect a reverse stock split of the outstanding shares of common stock was not approved by a majority of the shares of common stock outstanding with the following votes tabulated: ​ For Against Abstain Broker Non-Vote 9,011,430 720,787 123,006 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1818844/000155837023011237/0001558370-23-011237-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"reverse split"},{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-06-15"}],"fact_type":"shareholder_vote"},{"claim_id":"c65b64b0024c1b64971904f3f7f8034bc8728fef","claim":"Dogwood Therapeutics, Inc. shareholders approved Ratification of the appointment of FORVIS, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-06-15 meeting.","evidence_excerpt":"Ratification of the appointment of FORVIS, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 . The appointment of FORVIS, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, with the following votes tabulated: ​ For Against Abstain Broker Non-Vote 9,571,787 62,656 220,780 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1818844/000155837023011237/0001558370-23-011237-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-15"}],"fact_type":"shareholder_vote"},{"claim_id":"f0da6404cfac34b6ecca3d418d116a7d7319bd49","claim":"Dogwood Therapeutics, Inc. shareholders approved Election of Directors at the 2023-06-15 meeting.","evidence_excerpt":"Election of Directors . The following seven nominees were elected to serve as directors of the Company, with the following votes tabulated: ​ For Withheld Broker Non-Vote Richard Burch 5,389,868 75,963 4,389,392 Abel De La Rosa, Ph.D. 5,397,974 67,857 4,389,392 Greg Duncan 5,400,496 65,335 4,389,392 David Keefer 5,365,971 99,860 4,389,392 William L. Pridgen, M.D. 5,392,906 72,925 4,389,392 John C. Thomas, Jr. ​ ​ 5,397,965 ​ ​ ​ 67,866 ​ ​ ​ 4,389,392 ​ Richard J. Whitley, M.D. ​ ​ 4,050,497 ​ ​ ​ 1,415,334 ​ ​ ​ 4,389,392 ​ ​","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1818844/000155837023011237/0001558370-23-011237-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-15"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}