狗木治疗公司美股招股说明书(2025-11-28版)

PROSPECTUS SUPPLEMENT(To Prospectus Dated May23, 2025) Dogwood Therapeutics,Inc. Up to $8,558,712 of Common Stock We have entered into an equity distribution agreement, or the Sales Agreement, with Northland Securities,Inc., “sales agent”or “Northland”, relating to our shares of common stock, par value $0.0001 per share, offered by this prospectus supplement. Inaccordance with the terms of the Sales Agreement, we may offer and sell our shares of common stock having an aggregate offering Our shares of common stock are listed on the Nasdaq Capital Market under the symbol “DWTX”. On November25, 2025,the closing price of our shares of common stock on the Nasdaq Capital Market was $6.43 per share of common stock. Upon delivery of a placement notice, and subject to our instructions in that notice and the terms and conditions of the SalesAgreement generally, Northland may sell shares of our common stock by any method permitted by law deemed to be an “at the marketoffering” as defined by Rule415(a)(4)promulgated under the Securities Act of 1933, as amended, or the Securities Act. The shares ofcommon stock will be distributed at the market prices prevailing on the Nasdaq Capital Market at the time of the sale of such shares ofcommon stock. Northland is not required to sell any specific number or dollar amount of securities, but will act as sales agent using Northland will be entitled to compensation at a fixed commission rate equal to 3.0% of the gross proceeds received by theCompany from the sale of common stock. In connection with the sale of our shares of common stock on our behalf, Northland will bedeemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Northland will be deemed to be As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $40.0 million based on 29,727,866 shares of outstanding common stock, of which 5,059,737 were held bynon-affiliates, and a per share price of $7.91 based on the closing sale price of our common stock on September29, 2025. As a result,we are currently eligible to offer and sell up to an aggregate of approximately $8.6 million of our securities, of which up to $8,558,712million may be sold under the sales agreement. In no event will the aggregate market value of securities sold by us or on our behalfunder this prospectus supplement pursuant to General Instruction I.B.6 of FormS-3 during the twelve-month period immediately prior We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and, as such, wehave elected to comply with certain reduced public company reporting requirements for this prospectus supplement and related base Our business and an investment in our shares of common stock involve significant risks. See “Risk Factors” beginningon pageS-6 of this prospectus supplement and page4 of the accompanying prospectus to read about factors that you should Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is November28, 2025. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement onFormS-3 (File No.333-287575)that we filed with the SEC and which became effective on June2, 2025. This document is in two parts. The first part is thisprospectus supplement, which describes the specific terms of the offering and also adds to and updates information contained in theaccompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus. The second part, the accompanying prospectus dated May23, 2025, including the documents incorporated by reference,provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this documentcombined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and theinformation contained in the accompanying prospectus or in any document incorporated by reference that was filed with the Securities You should rely only on the information contained in or incorporated by reference in this prospectus supplement and theaccompanying prospectus, along with the information contained in any free writing prospectus that we have authorized for use inconnection with this offering. If the description of the offering varies between this prospectus supplement and the accompanyingprospectus, you should rely on the information in this prospectus supplement. We have not, and Northland has not, authorized anyoneto provide you with different or additional information. You should