8-K
filed October 7, 2024, 7:59 PM ET
ticker DWTX
CIK 0001818844
M&A
confidence high
sentiment neutral
materiality 0.85
Dogwood Therapeutics, Inc. (DWTX): M&A transaction — Virios acquires Pharmagesic, receives $19.5M loan, appoints new board, changes name to Dogwood Therapeutics
Dogwood Therapeutics, Inc.
- Acquired 100% of Pharmagesic from Sealbond; issued 211,383 common shares and ~2,108 Series A convertible preferred shares.
- Received $19.5M loan from CKLS affiliate; $16.5M funded at close, $3M due Feb 2025.
- Existing shareholders get CVR entitling to 87.75% of future Halneuron milestone payments over 7 years.
- Board: Richard Burch resigned; Alan Yu and Melvin Toh (CKLS) appointed; Angela Walsh promoted to CFO.
- Name change to Dogwood Therapeutics; stockholder meeting required for conversion and reverse split.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Angela Walsh changed role as Chief Financial Officer at Dogwood Therapeutics, Inc..
- Action
- promoted
- Role
- Chief Financial Officer
Exact text from the filing
promoted Angela Walsh from her prior role of Senior Vice President of Finance to the Company’s Chief Financial Officer, effective immediately upon the Closing on October 7, 2024
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Burch resigned as Director at Dogwood Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
accepted the resignation of Richard Burch from the Board, effective as of immediately prior to the Closing on October 7, 2024
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Melvin Toh was appointed as Director at Dogwood Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
and Melvin Toh as a director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alan Yu was appointed as Director at Dogwood Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed Alan Yu as a director of the Company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Dogwood Therapeutics, Inc.: Filed certificate of amendment to change company name from Virios Therapeutics, Inc. to Dogwood Therapeutics, Inc., effective October 9, 2024 (effective 2024-10-09).
- Change
- charter amendment
- Effective
- 2024-10-09
Exact text from the filing
On October 7, 2024, the Company filed a certificate of amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Charter Amendment”), pursuant to which, effective October 9, 2024, the Company (i) will change its name from “Virios Therapeutics, Inc.” to “Dogwood Therapeutics, Inc.” (the “Name Change”)
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Dogwood Therapeutics, Inc.: Filed Certificate of Designation creating Series A Non-Voting Convertible Preferred Stock with specified preferences, rights, and limitations (effective 2024-10-07).
- Change
- charter amendment
- Effective
- 2024-10-07
Exact text from the filing
On October 7, 2024, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Dogwood Therapeutics, Inc.: Amended and restated by-laws to reflect the name change to Dogwood Therapeutics, Inc.
- Change
- bylaw amendment
Exact text from the filing
The Company’s Board also approved amended and restated by-laws (“A&R By-Laws”) to reflect the Name Change.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Dogwood Therapeutics, Inc. completed an acquisition involving Sealbond Limited (closed 2024-10-07).
- Action
- acquisition
- Counterparty
- Sealbond Limited
- Closing
- 2024-10-07
Exact text from the filing
On October 7, 2024, the Company completed its business combination with Sealbond.
View on SEC.gov
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