Dogwood Therapeutics Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-39811 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically; every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.0405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that preparedor issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b).☐ As of June 30, 2025, the last business day of the Registrant's most recently completed second fiscal quarter, the aggregate market value of theRegistrant’s common stock held by non-affiliates of the registrant was $8,092,720 based on the closing sale price as reported on the Nasdaq CapitalMarket. Documents Incorporated by ReferencePart III incorporates certain information by reference from the definitive proxy statement to be filed by the registrant in connection with the 2026 Annual Meeting of Stockholders (the "Proxy Statement") with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120days after the year ended December 31, 2025, provided that if such Proxy Statement is not filed within such period, such information will be included inan amendment to this Annual Report on Form 10-K to be filed within such 120-day period. TABLE OF CONTENTS PART I Item 1. Business6Item 1A. Risk Factors31Item 1B. Unresolved Staff Comments72Item 1C. Cybersecurity73Item 2. Properties74Item 3. Legal Proceedings74Item 4. Mine Safety Disclosures74 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities74 Item 6. Selected Financial Data Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations PART III Item 10. Directors, Executive Officers and Corporate Governance125 Item 11. Executive Compensation 125 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters PART IV Item 15. Exhibits and Financial Statement Schedules 125 Item 16. Form 10 K Summary 128 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ThisAnnual Report on Form 10-K,including"Management’s Discussion and Analysis of FinancialCondition and Results of Operations" in Item 7, contains forward-looking statements. All statements other thanstatements of historical facts contained in this Annual Report on Form 10-K, including statements regarding ourfuture results of operations and financial position, business strategy, prospective products, product approvals,research and development costs, timing and likelihood of success, plans and objectives of management forfuture operations and future r