Dogwood Therapeutics, Inc.

For the period ended Jun 16, 2026. Filed Apr 27, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 16, 2026 · Filed Apr 27, 2026

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DWTX$1.28+23.1%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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:


☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	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.

Alpharetta, GA 30009

April 27, 2026

To our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Dogwood Therapeutics, Inc. (the “Annual Meeting”), to be held virtually at https://edge.media-server.com/mmc/go/dwtx2026agm on Tuesday, June 16, 2026 at 10:00 a.m., Eastern Time. The Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. We believe that the virtual meeting format enables stockholders to attend and participate from any location at no cost, provides for cost savings to Dogwood Therapeutics, Inc. (the “Company”) and our stockholders and reduces the environmental impact of our Annual Meeting.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2026 Annual Meeting of Stockholders (the “Notice”) and 2026 Annual Meeting Proxy Statement (the “Proxy Statement”). Other than the proposals described in the Proxy Statement, the Board of Directors is not aware of any other matters to be presented for a vote at the Annual Meeting.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we strongly urge you to vote 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.

This proxy statement and enclosed proxy card are first being mailed on or about April 28, 2026. If you have any questions with respect to voting, please call our Chief Financial Officer and Secretary, Angela Walsh, at 1- 866- 620-8655.

Thank you for your continued support of and ownership in our Company. We look forward to your participation at the Annual Meeting.

Best regards,

/s/ Greg Duncan

Greg Duncan

Chairman and Chief Executive Officer

Alpharetta, GA 30009

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 16, 2026

To our Stockholders:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Dogwood Therapeutics, Inc. (the “Company”) will be held virtually at https://edge.media-server.com/mmc/go/dwtx2026agm on Tuesday, June 16, 2026, at 10:00 a.m. Eastern Time, to consider and vote on the following matters described in the accompanying Proxy Statement:

1.	The election of the seven director nominees named in the accompanying Proxy Statement;

2.	Ratification of the selection of Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.	Vote to approve the amendment to the Company’s Certificate of Incorporation to increase the number of shares of common stock and preferred stock authorized for issuance;

4.	Advisory vote on the frequency of future advisory votes on named executive officer compensation (“Say-on-Frequency” vote);

5.	Advisory vote on the compensation of our named executive officers (“Say-on-Pay” vote); and

6.	Transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of 2026 Annual Meeting of Stockholders (the “Notice”).

Our Board of Directors unanimously recommends that you vote “FOR” the election of all of the director nominees (Proposal 1); “FOR” the proposal to ratify Forvis Mazars, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2); “FOR” the vote to approve the amendment to the Company’s Certificate of Incorporation to increase the number of shares of common stock and preferred stock authorized for issuance (Proposal 3); “1 YEAR” for the proposal on the Say-on-Frequency vote (Proposal 4); and “FOR” the proposal on the Say-on-Pay vote (Proposal 5).

The Board of Directors has fixed the close of business on April 21, 2026 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.

Thank you for your ongoing support of and interest in Dogwood Therapeutics, Inc.

By Order of the Board of Directors,

/s/ Greg Duncan

Greg Duncan

Chairman and Chief Executive Officer

Alpharetta, Georgia

April 27, 2026

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS.

This Proxy Statement and the proxy card are being mailed to our stockholders on or about April 28, 2026. 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 Annual 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 and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available to beneficial holders of our common stock and record holders of our common stock at https://ir.dwtx.com/events-presentations/meeting.

TABLE OF CONTENTS

	Page
PROXY STATEMENT	2
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING	3
BOARD OF DIRECTORS	9
AUDIT COMMITTEE REPORT	16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND OFFICERS	17
EXECUTIVE OFFICERS	19
EXECUTIVE AND DIRECTOR COMPENSATION	20
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	31
PROPOSAL 1: ELECTION OF DIRECTORS	33
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	34
PROPOSAL 3: APPROVAL OF THE AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AND PREFERRED STOCK AUTHORIZED FOR ISSUANCE	35
PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION	37
PROPOSAL 5: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	38
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2027 ANNUAL MEETING OF STOCKHOLDERS	39
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS	41

Alpharetta, Georgia 30009

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