Dogwood Therapeutics, Inc.
For the period ended Nov 21, 2025. Filed Oct 20, 2025.
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Nov 21, 2025 · Filed Oct 20, 2025
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DEF 14A 1 dwtx-20251121xdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
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|---|---|
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
DOGWOOD THERAPEUTICS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| | |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
44 Milton Avenue
Alpharetta, GA 30009
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on November 21, 2025
October 20, 2025
To our Stockholders:
You are cordially invited to attend the special meeting of stockholders (the “Special Meeting”) of Dogwood Therapeutics, Inc. (the “Company,” “we” or “our”), which will be held on Friday, November 21, 2025, at 10:00 a.m., Eastern Time. The Special Meeting will be conducted as a completely virtual meeting of stockholders. You can attend the Special Meeting by visiting https://edge.media-server.com/mmc/go/DWTX2025SGM where you will be able to listen to the Special Meeting live, submit questions, view the stockholder list and vote online. Because the Special Meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the Special Meeting in person physically.
Only stockholders who held the Company’s stock at the close of business on the record date, October 14, 2025, may vote at the Special Meeting, including any adjournment or postponement thereof. At the Special Meeting, you will be asked to consider and vote upon:
| (1) | Approval, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the potential issuance of our common stock upon conversion of the Company’s Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share; |
| (2) | Approval, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the potential issuance of our common stock upon conversion of the Company’s Series A-1 Non-Voting Convertible Preferred Stock, par value $0.0001 per share; |
| (3) | Approval, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the potential issuance of our common stock upon conversion of the Company’s Series A-2 Non-Voting Convertible Preferred Stock, par value $0.0001 per share; |
| (4) | Approval of the Dogwood Therapeutics, Inc. Second Amended and Restated 2020 Equity Incentive Plan; |
| (5) | Approval of the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate; and |
| (6) | the transaction of any other business that may properly come before the Special Meeting or any adjournment thereof. |
Pursuant to our bylaws, no other items of business are expected to be considered at the Special Meeting.
As you have seen in our prior public statements, in the last year we have engaged in two transactions in which we acquired two exciting technologies – Halneuron® and SP16 – that we are now seeking to exploit. In both transactions, we issued shares of common stock and shares of non-voting convertible preferred stock. Under applicable Nasdaq rules, the potential conversion of the preferred stock into common stock is subject to stockholder approval. The board of directors and I believe conversion of existing Dogwood Therapeutics, Inc. preferred stock into common stock and the associated increase in the Company’s common stock capitalization are in the best interest of the Company and will better reflect the economic contribution of these technologies to the Company as well as the inherent value of our pain and neuropathy research programs, notably including our late stage Halneuron®, a first-in-class Nav 1.7 inhibitor which has been granted FDA fast-track review designation to treat chemotherapy induced neuropathic pain. We believe an increase in Dogwood Therapeutics, Inc.’s capitalization, underpinned by several significant investors with deep experience in our industry, enhances our ability to continue and expand the breadth of our research programs, business and partnership development and other strategic considerations moving forward.
The accompanying Proxy Statement more fully describes the details of the business to be conducted at the Special Meeting. After careful consideration, our Board of Directors has unanimously approved and recommends that you vote “FOR” each of the proposals described in the Proxy Statement.
Your vote is important. Whether or not you expect to attend the Special Meeting, please vote via the Internet or over the telephone as instructed in the enclosed proxy statement and on the enclosed proxy card as soon as possible to ensure that your shares are represented. Information about voting methods is set forth in the accompanying Notice and Proxy Statement.
Thank you for your continued support of and ownership in our Company. We look forward to your participation at the Special Meeting.
Best regards,
/s/ Greg Duncan
Greg Duncan
Chairman and Chief Executive Officer
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS.
This Proxy Statement and the proxy card are being mailed to our stockholders on or about October 20, 2025. In accordance with the rules of the Securities and Exchange Commission, we are advising our stockholders of the availability on the Internet of our proxy materials related to our forthcoming Special Meeting. Because we have elected to utilize the “full set delivery” option, we are delivering to all stockholders paper copies of all the proxy materials, as well as providing access to those proxy materials on our website. This Proxy Statement is available to beneficial holders of our common stock and record holders of our common stock at https://ir.dwtx.com/events-presentations/meeting.
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