Dogwood Therapeutics, Inc. — fact timeline

Dogwood Therapeutics, Inc.: Certificate of Incorporation amended to increase the number of authorized shares of common stock and preferred stock (effective 2026-06-17).

“On June 17, 2026, the Company filed a certificate of amendment to the Certificate of Incorporation with the Secretary of State of Delaware, which became effective upon its filing.”

Dogwood Therapeutics, Inc. shareholders approved Advisory vote on the compensation of our named executive officers at the 2026-06-16 meeting.

“5. Advisory vote on the compensation of our named executive officers (“Say-on-Pay” proposal). The Company’s stockholders approved, by an advisory vote, the compensation of its named executive officers, with the following votes tabulated: For Against Abstain Broker Non-Vote 28,662,176 25,962 3,441 3,099,921”

Dogwood Therapeutics, Inc. shareholders approved Advisory vote on the frequency of future advisory votes on named executive officer compensation at the 2026-06-16 meeting.

“4. Advisory vote on the frequency of future advisory votes on named executive officer compensation (“Say-on-Frequency” proposal). The Company’s stockholders approved, by an advisory vote, the Say-on-Frequency proposal, with the following votes tabulated: ​ One Year ​ Two Years Three Years Abstain ​ Broker Non-Vote ​ 28,682,394 2,534 3,655 ​ 2,996 3,099,921”

Dogwood Therapeutics, Inc. shareholders approved Approval of the amendment to the Dogwood Therapeutics, Inc. Certificate of Incorporation to increase the number of shares of common stock and preferred stock authorized for issuance at the 2026-06-16 meeting.

“3. Approval of the amendment to the Dogwood Therapeutics, Inc. Certificate of Incorporation to increase the number of shares of common stock and preferred stock authorized for issuance. The amendment to the Certificate of Incorporation was approved with the following votes tabulated: For Against Abstain Broker Non-Vote 28,431,012 243,744 16,823 3,099,921”

Dogwood Therapeutics, Inc. shareholders approved Ratification of the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 at the 2026-06-16 meeting.

“2. Ratification of the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, with the following votes tabulated: ​ For Against Abstain Broker Non-Vote 31,778,192 2,397 10,911 -”

Dogwood Therapeutics, Inc. shareholders approved Election of Directors at the 2026-06-16 meeting.

“1. 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 Abel De La Rosa, Ph.D. 28,684,078 7,501 3,099,921 Greg Duncan 28,682,224 9,355 3,099,921 David Keefer 28,680,250 11,329 3,099,921 John C. Thomas, Jr. 28,683,680 7,899 3,099,921 Melvin Toh, M.B.B.S. 28,682,093 9,486 3,099,921 Richard J. Whitley, M.D. 28,678,320 13,259 3,099,921 Alan Yu 28,678,659 12,920 3,099,921”

Dogwood Therapeutics, Inc. reported the first quarter ended March 31, 2026 results: net income $5.0 million, EPS $0.15 basic and diluted net loss per share.

“On May 14, 2026, Dogwood Therapeutics, Inc. (the “Company”) issued a press release announcing the results of operations for the first quarter ended March 31, 2026.”

Dogwood Therapeutics, Inc. reported Year ended December 31, 2025 results: net income Net loss attributable to common stockholders for the year ended December 31, 2025 was $35.5 million, EPS or $7.13 basic and diluted net loss per share.

“Net loss attributable to common stockholders for the year ended December 31, 2025 was $35.5 million, or $7.13 basic and diluted net loss per share”

Dogwood Therapeutics, Inc. reported the fourth quarter and full year ended December 31, 2025 results: net income Net loss attributable to common stockholders for the fourth quarter of 2025 was $3.8 million, EPS or $0.26 basic and diluted net loss per share.

“Dogwood Therapeutics Reports Fourth Quarter and Full Year 2025 Financial Results”

Dogwood Therapeutics, Inc. issued unregistered common stock warrants to purchase up to 4,386,037 shares of Common Stock of warrant to a single institutional investor for combined offering price of $2.8499 per Pre-funded Warrant and accompanying Common Stock Warrant.

“purchase up to 4,386,037 shares of Common Stock (the “Common Stock Warrants,” and together with the Pre-funded Warrants, the “Private Warrants”) at a combined offering price of $2.8499 per Pre-funded Warrant and accompanying Common Stock Warrant. The combined offering price per Share and accompanying Common Stock Warrant is $2.85. ​ Exercise of the Common Stock”

Dogwood Therapeutics, Inc. issued unregistered pre-funded warrants to purchase up to 2,047,089 shares of Common Stock of warrant to a single institutional investor for combined offering price of $2.8499 per Pre-funded Warrant and accompanying Common Stock Warrant.

“purchase up to 4,386,037 shares of Common Stock (the “Common Stock Warrants,” and together with the Pre-funded Warrants, the “Private Warrants”) at a combined offering price of $2.8499 per Pre-funded Warrant and accompanying Common Stock Warrant. The combined offering price per Share and accompanying Common Stock Warrant is $2.85. ​ Exercise of the Common Stock”

Dogwood Therapeutics, Inc. issued 2,338,948 shares of common stock to a single institutional investor for combined offering price per Share and accompanying Common Stock Warrant is $2.85.

“purchase up to 4,386,037 shares of Common Stock (the “Common Stock Warrants,” and together with the Pre-funded Warrants, the “Private Warrants”) at a combined offering price of $2.8499 per Pre-funded Warrant and accompanying Common Stock Warrant. The combined offering price per Share and accompanying Common Stock Warrant is $2.85. ​ Exercise of the Common Stock”

Dogwood Therapeutics, Inc. terminated Equity Distribution Agreement (effective 2026-01-09).

“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")”

Dogwood Therapeutics, Inc. entered into Placement Agency Agreement with Maxim Group LLC valued at approximately $12.5 million (effective 2026-01-11).

“On January 11, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”)”

Dogwood Therapeutics, Inc. entered into Registration Rights Agreement with the Investor (effective 2026-01-11).

“On January 11, 2026, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor”

Dogwood Therapeutics, Inc. entered into Purchase Agreement with a single institutional investor valued at approximately $12.5 million (effective 2026-01-11).

“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”

Dogwood Therapeutics, Inc. entered into Equity Distribution Agreement with Northland Securities, Inc. (trade name Northland Capital Markets) valued at up to $8,558,712 (effective 2025-11-28).

“On November 28, 2025, Dogwood Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an Equity Distribution Agreement (the “Agreement”) with Northland Securities, Inc. (trade name Northland Capital Markets), as sales agent (the “Sales Agent”), relating to the issuance and sale from time to time by the Company (the “ATM Program”), through the Sales Agent, of shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $8,558,712 (the “Shares”).”

Dogwood Therapeutics, Inc.: Company filed a Certificate of Designation for Series A-2 Non-Voting Convertible Preferred Stock, establishing preferences, rights, and limitations including voting restrictions, dividend prohibition, conversion rights, and protective provisions (effective 2025-09-29).

“On September 29, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A-2 Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the Serpin Registration Rights Agreement referenced in Item 1.01 above.”

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).

“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”

Dogwood Therapeutics, Inc.: Amended and restated by-laws to reflect the name change to Dogwood Therapeutics, Inc.

“The Company’s Board also approved amended and restated by-laws (“A&R By-Laws”) to reflect the Name Change.”

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).

“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”)”

Dogwood Therapeutics, Inc. completed an acquisition involving Sealbond Limited (closed 2024-10-07).

“On October 7, 2024, the Company completed its business combination with Sealbond.”

Angela Walsh changed role as Chief Financial Officer at Dogwood Therapeutics, Inc..

“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”

Melvin Toh was appointed as Director at Dogwood Therapeutics, Inc..

“and Melvin Toh as a director of the Company”

Alan Yu was appointed as Director at Dogwood Therapeutics, Inc..

“appointed Alan Yu as a director of the Company”

Richard Burch resigned as Director at Dogwood Therapeutics, Inc..

“accepted the resignation of Richard Burch from the Board, effective as of immediately prior to the Closing on October 7, 2024”

Dogwood Therapeutics, Inc. reported the first quarter ended March 31, 2024 results: net income $1.3 million, EPS $0.07 basic and diluted net loss per share.

“Virios Therapeutics, Inc. (the “Company”) issued a press release announcing the results of operations for the first quarter ended March 31, 2024.”

Dogwood Therapeutics, Inc. received a nasdaq deficiency notice notice regarding minimum bid price.

“May 1, 2024, we received another letter from Nasdaq informing us that our shares had failed to comply with the $1.00 minimum bid price required for continued listing. In accordance with the latest letter and established Nasdaq procedures, we have requested a hearing with Nasdaq, at which, we will seek to extend the period during which we will seek to regain compliance. Our request for such hearing has stayed the delisting of our common stock pending a Nasdaq hearings panel’s (the “Panel”) decision. We intend to present a plan to regain compliance to the Panel that includes a discussion of the”

Dogwood Therapeutics, Inc. reported the third quarter ended September 30, 2023 results: net income $1.2 million, or $0.06 basic and diluted net loss per share, EPS $0.06 basic and diluted net loss per share.

“On November 13, 2023, Virios Therapeutics, Inc. (the “Company”) issued a press release announcing the results of operations for the third quarter ended September 30, 2023.”

Dogwood Therapeutics, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“November 2, 2023, Virios Therapeutics Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the previous 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). The Notice has no effect at this time on the Company’s common stock, which continues to trade on The Nasdaq Capit”

Dogwood Therapeutics, Inc. terminated Capital on Demand Sales Agreement with JonesTrading Institutional Services LLC valued at up to $6,700,000 (effective 2023-09-28).

“On September 18, 2023, Virios Therapeutics, Inc. (the “Company”) provided notice of its termination, effective September 28, 2023, of the Capital on Demand Sales AgreementTM, dated July 14, 2023 (the “Sales Agreement”), by and between the Company and JonesTrading Institutional Services LLC (“JonesTrading”).”

Dogwood Therapeutics, Inc. reported the second quarter ended June 30, 2023 results: net income $1.4 million, EPS $0.08 basic and diluted net loss per share.

“Net loss for the second quarter of 2023 was $1.4 million, or $0.08 basic and diluted net loss per share”

Dogwood Therapeutics, Inc. entered into Capital On DemandTM Sales Agreement with JonesTrading Institutional Services LLC valued at up to $6.7 million (effective 2023-07-14).

“On July 14, 2023, Virios Therapeutics, Inc. (the “Company”) entered into a Capital On DemandTM Sales Agreement (the “Agreement”) with JonesTrading Institutional Services LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time, through or to the Agent, shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $6.7 million (the “Shares”).”

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.

“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 —”

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.

“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 —”

Dogwood Therapeutics, Inc. shareholders approved Election of Directors at the 2023-06-15 meeting.

“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 ​ ​”

Dogwood Therapeutics, Inc. reported the first quarter ended March 31, 2023 results: net income Net loss for the first quarter of 2023 was $1.5 million, or $0.08 basic and diluted net loss per share, EPS $0.08 basic and diluted net loss per share.

“Net loss for the first quarter of 2023 was $1.5 million, or $0.08 basic and diluted net loss per share”

Dogwood Therapeutics, Inc. reported the third quarter ended September 30, 2022 results: net income $2.6 million, EPS $0.28 basic and diluted net loss per share.

“Net loss for the third quarter ended September 30, 2022 was $2.6 million, or $0.28 basic and diluted net loss per share”

Dogwood Therapeutics, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“November 1, 2022, Virios Therapeutics, Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the previous 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). The Notice has no effect at this time on the Company’s common stock, which continues to trade on The Nasdaq Cap”