Dogwood Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Mar 18, 2026.
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FY2025 · Filed Mar 18, 2026
DWTX$1.23+2.5%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| 1. | Financial Statements |
Reference is made to the Index to Financial Statements under Part II, Item 8 hereof.
| 2. | Financial Statement Schedules |
The Financial Statement Schedules have been omitted because they are not applicable, not required, or the information is shown in the financial statements or related notes.
| 3. | Exhibits |
EXHIBIT INDEX
| ExhibitNumber | | Description |
| 2.1 | | Plan of Conversion (incorporated by reference herein from Exhibit 2.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on August 28, 2020) |
| 2.2 | | Certificate of Conversion of Virios Therapeutics, LLC (incorporated by reference herein from Exhibit 2.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on August 28, 2020) |
| 2.3 | | Share Exchange Agreement, dated October 7, 2024, relating to Pharmagesic (Holdings) Inc., by and between Virios Therapeutics, Inc. and Sealbond Limited (incorporated by reference herein from Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 7, 2024) |
| 3.1 | | Certificate of Incorporation of Virios Therapeutics, Inc. (incorporated by reference herein from Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on August 28, 2020) |
| 3.2 | | Certificate of Amendment of Certificate of Incorporation of Virios Therapeutics, Inc., as amended, dated October 7, 2024 (incorporated by reference herein from Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 7, 2024) |
| 3.3 | | Certificate of Designation of Series A Non-Voting Convertible Preferred Stock of Virios Therapeutics, Inc., dated October 7, 2024 (incorporated by reference herein from Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 7, 2024) |
| 3.4 | | Certificate of Designation of Series A-1 Non-Voting Convertible Preferred Stock of Dogwood Therapeutics, Inc. (incorporated by reference herein from Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 12, 2025) |
| 3.5 | | Amended and Restated By-Laws of Dogwood Therapeutics, Inc. (incorporated by reference herein from Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed with the SEC on October 7, 2024) |
| 3.6 | | Certificate of Designation of Series A-2 Non-Voting Convertible Preferred Stock of Dogwood Therapeutics, Inc., dated September 29, 2025 (incorporated by reference herein from Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 29, 2025) |
| 4.1 | | Specimen Certificate evidencing shares of the Registrant’s common stock. (incorporated by reference herein from Exhibit 4.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 16, 2020) |
| 4.2 | | Description of Registrant’s Securities (incorporated by reference herein from Exhibit 4.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 23, 2021) |
| 10.2+ | | Employment Agreement, dated April 5, 2020, by and between Greg Duncan and Innovative Med Concepts, LLC, as amended. (incorporated by reference herein from Exhibit 10.3 to the Company’s Registration Statement on Form S-1, filed with the SEC on August 28, 2020) |
| 10.3+ | | Employment Agreement, dated April 5, 2020, by and between Angela Walsh and Innovative Med Concepts, LLC, as amended. (incorporated by reference herein from Exhibit 10.4 to the Company’s Registration Statement on Form S-1, filed with the SEC on August 28, 2020) |
| 10.4+ | | Employment Agreement, dated April 5, 2020, by and between Ralph Grosswald and Innovative Med Concepts, LLC, as amended. (incorporated by reference herein from Exhibit 10.5 to the Company’s Registration Statement on Form S-1, filed with the SEC on August 28, 2020) |
| 10.5+ | | Virios Therapeutics, Inc. Amended and Restated 2020 Equity Incentive Plan. (incorporated by reference herein from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 17, 2022) |
| 10.6+ | | Form of Stock Option Award Agreement (incorporated by reference herein from Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K filed March 14, 2023) |
| 10.7 | | University of Alabama Know-How License Agreement, dated June 1, 2012, by and between The Board of Trustees of The University of Alabama for and on behalf of its component institution The University of Alabama and Innovative Med Concepts, LLC. (incorporated by reference herein from Exhibit 10.7 to the Company’s Registration Statement on Form S-1, filed with the SEC on August 28, 2020) |
| 10.8+ | | Employment Agreement, dated September 10, 2020, by and between R. Michael Gendreau and Virios Therapeutics, LLC. (incorporated by reference herein from Exhibit 10.8 to the Company’s Registration Statement on Form S-1, filed with the SEC on September 16, 2020) |
| 10.9 | | Loan Agreement, dated October 7, 2024, by and between Virios Therapeutics, Inc. and Sealbond Limited (incorporated by reference herein from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 7, 2024) |
| 10.10 | | Registration Rights Agreement, Dated October 7, 2024, by and between Virios Therapeutics, Inc. and Sealbond Limited (incorporated by reference herein from Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 7, 2024) |
| 10.11 | | Letter Agreement, dated October 7, 2024, by and between Virios Therapeutics, Inc. and CK Life Sciences Int’l (Holdings) Inc. (incorporated by reference herein from Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on October 7, 2024) |
| 10.12 | | Form of Stock Purchase Agreement (incorporated by reference herein from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 14, 2025) |
| 10.13 | | Exclusive License Agreement, dated September 29, 2025, by and between Dogwood Therapeutics, Inc. and Serpin Pharma, Inc. (incorporated by reference herein from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 29, 2025) |
| 10.14 | | Equity Issuance and Registration Rights Agreement, dated September 29, 2025, by and between Dogwood Therapeutics, Inc., Serpin Pharma, Inc. and Rejuvenation Labs, Inc. (incorporated by reference herein from Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 29, 2025) |
| 10.15 | | Serpin Support Agreement (incorporated by reference herein from Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on September 29, 2025) |
| 10.16 | | Form of Tungsten Support Agreement (incorporated by reference herein from Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on September 29, 2025) |
| 10.17 | | Sealbond Support Agreement (incorporated by reference herein from Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on September 29, 2025) |
| 10.18+ | | Dogwood Therapeutics, Inc. Second Amended and Restated 2020 Equity Incentive Plan (incorporated by reference herein from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 21, 2025) |
| 10.19 | | Equity Distribution Agreement, dated November 28, 2025, by and between Dogwood Therapeutics, Inc. and Northland Capital Markets (incorporated by reference herein from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 28, 2025) |
| 19.1 | | Dogwood Therapeutics, Inc. Insider Trading Policy (incorporated by reference from Exhibit 19.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2025) |
| 21.1 | | Subsidiaries (incorporated by reference from Exhibit 21.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2025) |
| 23.1* | | Consent of Forvis Mazars, LLP |
| 31.1* | | Certification of Chief Executive Officer Pursuant to Rule 13a-15(e) or Rule 15d-15(e) |
| 31.2* | | Certification of Chief Financial Officer Pursuant to Rule 13a-15(e) or Rule 15d-15(e) |
| 32.1* | | Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350 |
| 97.1+ | | Virios Therapeutics, Inc. Incentive Compensation Recoupment Policy (incorporated by reference from Exhibit 97.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2024) |
| 101.INS* | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH* | | XBRL Schema Document. |
| 101.CAL* | | XBRL Calculation Linkbase Document. |
| 101.DEF* | | XBRL Definition Linkbase Document. |
| 101.LAB* | | XBRL Label Linkbase Document. |
| 101.PRE* | | XBRL Presentation Linkbase Document. |
| 104* | | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). |
| + | Indicates management contract or compensatory plan. |
|---|
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