Dogwood Therapeutics Inc美股招股说明书(2026-01-13版)

Dogwood Therapeutics,Inc. 2,338,948 Shares of Common Stock We are offering 2,338,948 shares of our common stock, par value $0.0001 per share (the “Shares”) directly to investorspursuant to this prospectus supplement and the accompanying prospectus and a stock purchase agreement with the investors (the“Securities Purchase Agreement”). The per share offering price of the Shares is $2.85. In a concurrent private placement pursuant to the Securities Purchase Agreement (the “Concurrent Private Placement”), weare selling to the Investors (i)unregistered Pre-funded Warrants to purchase up to 2,047,089 shares of our common stock, par value$0.0001 per share (the “Pre-funded Warrants”) and (ii)unregistered warrants to purchase up to 4,386,037 shares of our common stock,par value $0.0001 per share (the “Warrants,” and together with the Pre-funded Warrants, the “Private Warrants”). The Private Warrantsand the common stock issuable upon the exercise of the Private Warrants are not being registered under the Securities Act of 1933, asamended (the “Securities Act”), are not being offered pursuant to this prospectus supplement and the accompanying prospectus, andare being offered pursuant to the exemption provided in Section4(a)(2)under the Securities Act and/or Regulation D promulgatedthereunder. The is no established public trading market for the Private Warrants and we do not expect a market to develop. In addition,we do not intend to list the Private Warrants on the Nasdaq Capital Market, any other national securities exchange or any othernationally recognized trading system. Exercise of the Warrants is subject to approval by the Company’s stockholders. The Warrants have a term of exercise of fiveand one half (5.5) years from the date of such approval and an exercise price per share equal to $3.28. Each Pre-funded Warrant isexercisable for one share of common stock with an exercise price per share equal to $0.0001. The Pre-funded Warrants areimmediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. The PrivateWarrants and the shares of common stock issuable upon the exercise of the Private Warrants are being offered pursuant to theexemption provided in Section4(a)(2)or another exemption under the Securities Act of 1933, as amended, or the Securities Act, andthey are not being offered pursuant to this prospectus supplement or the accompanying prospectus. Our common stock is listed on The Nasdaq Capital Market under the symbol “DWTX.” On January9, 2026, the last reportedsale price of common stock on The Nasdaq Capital Market was $2.85 per share. As of January9, 2026, the aggregate market value of our common stock held by our non-affiliates was $34,614,139, basedupon 5,075,387 shares of our outstanding common stock held by non-affiliates at the per share price of $6.82, the closing sale price ofour common stock on The Nasdaq Capital Market on December12, 2025. Pursuant to General Instruction I.B.6 of FormS-3, in noevent will we sell securities in a public offering with a value exceeding more than one-third of our “public float” (i.e., the aggregatemarket value of our common stock held by our non-affiliates), or $11,538,046, in any 12 calendar-month period so long as our non-affiliate public float remains below $75.0 million. During the 12 calendar months prior to and including the date of this prospectussupplement (but excluding this offering), we have sold $4,871,889 of securities in reliance on General Instruction I.B.6 of FormS-3.As a result, we are eligible to offer and sell up to an aggregate of $6,666,157 of our securities pursuant to General Instruction I.B.6. ofFormS-3. You should rely only on the information contained herein or incorporated by reference in this prospectus. We have notauthorized any other person to provide you with different information. (1)We have agreed to pay the placement agent a cash fee of 7.0% of gross proceeds. See “Plan of Distribution” beginning onpageS-12 of this prospectus supplement for additional disclosure regarding Placement Agent fees and estimated offering expenses. We have engaged Maxim Group LLC as our exclusive placement agent to use its reasonable best efforts to solicit offers topurchase shares in this offering. The placement agent has no obligation to buy any of the Shares from us or to arrange for the purchaseor sale of any specific number or dollar amount of the Shares. The Shares are expected to be delivered to purchasers on or about January13, 2026, subject to the satisfaction of certainconditions. Investing in our securities involves risks. See “Risk Factors” beginning on pageS-5 of this prospectus supplement andin the documents incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the