DWTX 10-Q

Dogwood Therapeutics, Inc. (DWTX)

10-Q 2026-05-15 For: 2026-03-31

View Original

Added on May 15, 2026

Title of Each Class	Trading symbol	Name of Exchange on which registered
Common Stock, par value $0.0001 per share	DWTX	Nasdaq Capital Market


Large accelerated filer	◻	Accelerated filer	◻
Non-accelerated filer	☒	Smaller reporting company	☒	Emerging growth company	☐

		Page

Part I	Financial Information

Item 1.	Condensed Consolidated Financial Statements	3

	Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2026 and 2025 (Unaudited)	4

	Condensed Consolidated Statements of Changes in Series A Non-Voting Convertible Preferred Stock and Stockholders’ Equity for the three months ended March 31, 2026 and 2025 (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited)	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37

Item 4.	Controls and Procedures	37

Part II	Other Information

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3.	Defaults Upon Senior Securities	38

Item 4.	Mine Safety Disclosures	38

Item 5.	Other Information	38

Item 6.	Exhibits	38

Exhibit Index

Signatures


		March 31,			December 31,
		2026			2025
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	13,227,839		$	6,524,744
Prepaid expenses and other current assets			1,776,299			1,906,462
Total current assets			15,004,138			8,431,206
Property and equipment, net			12,541			12,754
Right-of-use assets			146,754			163,140
Prepaid expenses, long-term			18,719			19,037
Goodwill			12,193,825			12,401,118
Intangible assets			67,831,894			68,985,026
Deferred issuance costs			—			158,956
Total assets		$	95,207,871		$	90,171,237
Liabilities, Series A Non-Voting Convertible Preferred Stock, and Stockholders' equity
Current liabilities:
Accounts payable		$	144,400		$	760,945
Accrued expenses			2,348,737			2,241,417
Deferred sublease income			9,573			—
Lease liability, current portion			57,314			56,841
Total current liabilities			2,560,024			3,059,203
Deferred sublease income, long-term			28,718			—
Lease liability, long-term portion			87,616			105,763
Deferred tax liability			11,908,161			12,109,404
Total liabilities			14,584,519			15,274,370
Commitments and contingencies (Note 13)
Series A Non-Voting Convertible Preferred Stock, $0.0001 par value; 2,104 shares authorized, no shares issued and outstanding at March 31, 2026 and December 31, 2025			—			—
Stockholders' equity:
Common stock, $0.0001 par value; 43,000,000 shares authorized; 33,409,271 and 33,401,553 shares issued and outstanding at March 31, 2026, respectively; and 29,751,234 and 29,743,516 shares issued and outstanding at December 31, 2025, respectively			3,340			2,974
Series A Non-Voting Convertible Preferred Stock, $0.0001 par value; 166 shares authorized, no shares issued and outstanding at March 31, 2026 and December 31, 2025			—			—
Series A-1 Non-Voting Convertible Preferred Stock, $0.0001 par value; 285 shares authorized, no shares issued and outstanding at March 31, 2026 and December 31, 2025			—			—
Series A-2 Non-Voting Convertible Preferred Stock, $0.0001 par value; 190.0572 shares authorized, no shares issued and outstanding at March 31, 2026 and December 31, 2025			—			—
Preferred stock, $0.0001 par value; 1,997,254 shares authorized; no shares issued and outstanding at March 31, 2026 and December 31, 2025			—			—
Additional paid-in capital			195,703,020			183,856,376
Accumulated deficit			(113,062,930)			(108,076,316)
Accumulated other comprehensive loss			(1,720,950)			(587,039)
			80,922,480			75,195,995
Less: Treasury stock, 7,718 shares of common stock at cost			(299,128)			(299,128)
Total stockholders' equity			80,623,352			74,896,867
Total liabilities, Series A Non-Voting Convertible Preferred Stock and Stockholders' equity		$	95,207,871		$	90,171,237


	Three Months Ended
	March 31,
	2026			2025

Revenue	$	—		$	—

Operating expenses:
Research and development		2,669,779			2,436,998
General and administrative expenses		2,406,587			1,992,928
Total operating expenses		5,076,366			4,429,926

Loss from operations		(5,076,366)			(4,429,926)

Other income (expense):
Sublease income		19,455			—
Loss on debt conversion with related party		—			(6,134,120)
Interest income (expense), net		77,350			(147,090)
Exchange loss, net		(5,860)			(23,274)
Total other income (expense)		90,945			(6,304,484)

Loss before income taxes		(4,985,421)			(10,734,410)
Deferred income tax expense		(1,193)			(190,542)

Net loss		(4,986,614)			(10,924,952)
Accrual of paid-in-kind dividends on Series A Non-Voting Convertible Preferred Stock		—			(1,256,662)
Net loss attributable to common stockholders	$	(4,986,614)		$	(12,181,614)
Net loss per common share, basic and diluted	$	(0.15)		$	(8.45)
Weighted average number of shares outstanding – basic and diluted		33,544,748			1,441,535

Comprehensive loss
Net loss	$	(4,986,614)		$	(10,924,952)
Foreign currency translation adjustment		(1,133,911)			61,156
Comprehensive loss	$	(6,120,525)		$	(10,863,796)


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Series A Non-Voting			Series A-1 Non-Voting										Accumulated Other				Total
	Convertible Preferred Stock			Convertible Preferred Stock			Common Stock			Additional		Accumulated		Comprehensive		Treasury		Stockholders'
	Shares	Amount		Shares	Par		Shares	Par		Paid-In Capital		Deficit		Loss		Stock		Equity
Balance, December 31, 2025	—	$	—	—	$	—	29,743,516	$	2,974	$	183,856,376	$	(108,076,316)	$	(587,039)	$	(299,128)	$	74,896,867
Proceeds from issuance of common stock, net of fees				—		—	2,338,948		234		11,397,225		—		—		—		11,397,459
Proceeds from issuance of prefunded warrants	—		—	—		—	1,319,089		132		—		—		—		—		132
Share-based compensation expense	—		—	—		—	—		—		449,419		—		—		—		449,419
Net loss	—		—	—		—	—		—		—		(4,986,614)		—		—		(4,986,614)
Foreign currency translation adjustment	—		—	—		—	—		—		—		—		(1,133,911)		—		(1,133,911)
Balance, March 31, 2026	—	$	—	—	$	—	33,401,553	$	3,340	$	195,703,020	$	(113,062,930)	$	(1,720,950)	$	(299,128)	$	80,623,352



Fair value of common stock issued	$	893,093
Fair value of preferred stock issued		70,372,634
Total Consideration Paid	$	71,265,727


							Carrying Value						Carrying Value
							as of						as of
	Combination Date						December 31						March 31,
	Fair Value		Impairment		Translation Adj		2025		Impairment		Translation Adj		2026
Halneuron® for Cancer Related Pain	$	59,900,000	$	—	$	(443,841)	$	59,456,159	$	—	$	(993,850)	$	58,462,309
Halneuron® for Chemotherapy Induced Neuropathic Pain		9,600,000		—		(71,133)		9,528,867		—		(159,282)		9,369,585
Total in-process research and development (IPR&D)	$	69,500,000	$	—	$	(514,974)	$	68,985,026	$	—	$	(1,153,132)	$	67,831,894

Goodwill	$	12,493,727	$	—	$	(92,609)	$	12,401,118	$	—	$	(207,293)	$	12,193,825


Fair value of common stock issued	$	2,108,828
Fair value of preferred stock issued		9,800,839
Direct transaction costs		120,722
Total Consideration Paid	$	12,030,389


Year ending December 31,
2026 (remaining)	$	48,073
2027		67,111
2028		43,180
Total lease payments	$	158,364
Less: amount representing interest		(13,434)
Present value of net minimum lease payments	$	144,930
Less: current obligations		(57,314)
Long-term obligations under leases	$	87,616


Year ending December 31,
2026 (remaining)	$	74,115
2027		111,173
2028		74,115
Total future minimum sublease rental income	$	259,403

Exhibit No.		Description

10.1		Form of 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 January 13, 2026).

10.2		Form of Pre-Funded Warrants (incorporated by reference herein from Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 13, 2026).

10.3		Form of Common Stock Warrants (incorporated by reference herein from Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on January 13, 2026).

10.4		Form of Registration Rights Agreement (incorporated by reference herein from Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on January 13, 2026).

10.5		Form of Placement Agency Agreement (incorporated by reference herein from Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on January 13, 2026).

31.1†		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2†		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1†		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2†		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS†		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 Taxonomy Extension Schema Document

101.CAL†		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF†		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB†		XBRL Taxonomy Extension Label Linkbase Document

101.PRE†		XBRL Taxonomy Extension Presentation Linkbase Document

104†		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)


	DOGWOOD THERAPEUTICS, INC.

	By:	/s/ Greg Duncan
	Name:	Greg Duncan
	Title:	Chairman of the Board of Directors and Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Angela Walsh
	Name:	Angela Walsh
	Title:	Chief Financial Officer, Corporate Secretary and Treasurer
		(Principal Financial and Accounting Officer)


		March 31,
		2026
Cash paid for amounts included in the measurement of lease liabilities		$	31,684
Weighted-average remaining lease term (in years) - operating leases			2.4
Weighted-average discount rate - operating leases			7.82%


							Weighted
							Average
				Weighted			Remaining
				Average			Contractual
		Number of		Exercise			Term
		Shares		Price			(Years)
Outstanding at December 31, 2025		—		$	—		—
Granted		4,386,037			3.28		5.50
Outstanding at March 31, 2026		4,386,037		$	3.28		5.45
Exercisable at March 31, 2026		4,386,037		$	3.28		5.45


							Weighted
							Average
				Weighted			Remaining
				Average			Contractual
		Number of		Exercise			Term
		Shares		Price			(Years)
Outstanding at December 31, 2025		1,105,578		$	12.80		9.64
Granted		657,500			2.80		—
Forfeited		—			—		—
Outstanding at March 31, 2026		1,763,078		$	9.04		9.60
Exercisable at March 31, 2026		80,225		$	98.93		6.15


							Weighted
							Average
				Weighted			Remaining
				Average			Contractual
		Number of		Exercise			Term
		Shares		Price			(Years)
Outstanding at December 31, 2025		855		$	15.63		1.72
Granted		—			—		—
Outstanding at March 31, 2026		855		$	15.63		1.47
Exercisable at March 31, 2026		855		$	15.63		1.47