DWTX · Dogwood Therapeutics, Inc.

The stock option vests one-third on March 5, 2027 and 1/24th monthly thereafter.

The stock option vests one-third on March 5, 2027 and 1/24th monthly thereafter.

The stock option vests one-third on March 5, 2027 and 1/24th monthly thereafter.

The stock option vests one-third on March 5, 2027 and 1/24th monthly thereafter.

The stock option vests one-third on December 4, 2026 and 1/24th monthly thereafter.

The stock option vests one-third on December 4, 2026 and 1/24th monthly thereafter.

The stock option vests one-third on December 4, 2026 and 1/24th monthly thereafter.

The stock option vests one-third on December 4, 2026 and 1/24th monthly thereafter.

On November 21, 2025, following stockholder approval of the conversion of the Issuer's Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock") and the Issuer's Series A-1 Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the "Series A-1 Preferred Stock" and together with the Series A Preferred Stock, the "Preferred Stock"), into shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock"), each share of Preferred Stock automatically converted into 10,000 shares of Common Stock. The shares of Preferred Stock had no expiration date.

Shares are held directly by Conjoint Inc., a Delaware corporation ("Conjoint"). Conjoint is a wholly owned subsidiary of Honglad Limited, a British Virgin Islands limited company ("Honglad"). Honglad is a wholly owned subsidiary of ENSO Resources Limited, a British Virgin Islands limited company ("ENSO Resources"). ENSO Resources is a wholly owned subsidiary of CKLS. CKLS disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its pecuniary interest in such securities, and nothing contained in this report shall be deemed an omission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.

On November 21, 2025, following stockholder approval of the conversion of the Issuer's Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock") and the Issuer's Series A-1 Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the "Series A-1 Preferred Stock" and together with the Series A Preferred Stock, the "Preferred Stock"), into shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock"), each share of Preferred Stock automatically converted into 10,000 shares of Common Stock. The shares of Preferred Stock had no expiration date.

Includes 52.7096 shares of Series A Preferred Stock previously issued to Sealbond as a payment-in-kind dividend that was exempt from Section 16 pursuant to Rule 16a-9 of the Securities Exchange Act of 1934, as amended.

Sealbond Limited, a British Virgin Islands limited company ("Sealbond"), is a wholly-owned subsidiary of Kamfull Limited, a British Virgin Islands limited company ("Kamfull"). Kamfull is a wholly owned subsidiary of Biotech Strategic Holdings Ltd, a British Virgin Islands limited company ("Biotech Strategic). Biotech Strategic is a wholly owned subsidiary of CK Life Sciences Int'l., (Holdings) Inc., a company incorporated in the Cayman Islands with limited liability ("CKLS"). CKLS disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its pecuniary interest in such securities, and nothing contained in this report shall be deemed an omission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.

On November 21, 2025, following stockholder approval of the conversion of the Issuer's Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock") and the Issuer's Series A-1 Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the "Series A-1 Preferred Stock" and together with the Series A Preferred Stock, the "Preferred Stock"), into shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock"), each share of Preferred Stock automatically converted into 10,000 shares of Common Stock. The shares of Preferred Stock had no expiration date.

Sealbond Limited, a British Virgin Islands limited company ("Sealbond"), is a wholly-owned subsidiary of Kamfull Limited, a British Virgin Islands limited company ("Kamfull"). Kamfull is a wholly owned subsidiary of Biotech Strategic Holdings Ltd, a British Virgin Islands limited company ("Biotech Strategic). Biotech Strategic is a wholly owned subsidiary of CK Life Sciences Int'l., (Holdings) Inc., a company incorporated in the Cayman Islands with limited liability ("CKLS"). CKLS disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its pecuniary interest in such securities, and nothing contained in this report shall be deemed an omission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.

On November 21, 2025, following stockholder approval of the conversion of the Issuer's Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock") and the Issuer's Series A-1 Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the "Series A-1 Preferred Stock" and together with the Series A Preferred Stock, the "Preferred Stock"), into shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock"), each share of Preferred Stock automatically converted into 10,000 shares of Common Stock. The shares of Preferred Stock had no expiration date.

Shares are held directly by Conjoint Inc., a Delaware corporation ("Conjoint"). Conjoint is a wholly owned subsidiary of Honglad Limited, a British Virgin Islands limited company ("Honglad"). Honglad is a wholly owned subsidiary of ENSO Resources Limited, a British Virgin Islands limited company ("ENSO Resources"). ENSO Resources is a wholly owned subsidiary of CKLS. CKLS disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its pecuniary interest in such securities, and nothing contained in this report shall be deemed an omission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.

The stock option vests one-third on June 27, 2026 and 1/24th monthly thereafter.

The stock option vests one-third on June 27, 2026 and 1/24th monthly thereafter.

The stock option vests one-third on June 27, 2026 and 1/24th monthly thereafter.

The stock option vests one-third on June 27, 2026 and 1/24th monthly thereafter.

Following stockholder approval of the conversion of the Issuer's Series A-1 Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A-1 Preferred Stock"), into shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock"), each share of the Series A-1 Preferred Stock will be convertible into 10,000 shares of Common Stock, subject to waiver by Conjoint, as the direct holder of the shares, of a beneficial ownership limitation of 19.99% of the outstanding Common Stock. The shares of Series A-1 Preferred Stock have no expiration date. CKLS disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its pecuniary interest in such securities, and nothing contained in this report shall be deemed an omission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.

On March 12, 2025, Conjoint entered into a Debt Exchange and Cancellation Agreement with the Issuer pursuant to which $19,500,000 in principal amount of all loans made to the Issuer under a Loan Agreement, dated October 7, 2024 (the "Loan Agreement"), between Conjoint and the Issuer, along with accrued interest through March 12, 2025 (as of such date, an aggregate of $19,926,891), was deemed repaid and all of the Issuer's obligations under the Loan Agreement with respect to the principal amount and accrued interest was satisfied in full and cancelled in exchange for 284.2638 shares of Series A-1 Preferred Stock, based on a price per underlying share of Common Stock of $7.01. This transaction involved an acquisition of shares in connection with a debt previously contracted.

Shares are held directly by Conjoint Inc., a Delaware corporation ("Conjoint"). Conjoint is a wholly owned subsidiary of Honglad Limited, a British Virgin Islands limited company ("Honglad"). Honglad is a wholly owned subsidiary of ENSO Resources Limited, a British Virgin Islands limited company ("ENSO Resources"). ENSO Resources is a wholly owned subsidiary of CK Life Sciences Int'l., (Holdings) Inc., a company incorporated in the Cayman Islands with limited liability ("CKLS"). CKLS disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its pecuniary interest in such securities, and nothing contained in this report shall be deemed an omission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.

The stock option will vest 100% on February 26, 2025, one year following the grant date.

The stock option will vest 100% on February 26, 2025, one year following the grant date.

The stock option will vest 100% on February 26, 2025, one year following the grant date.

The stock option will vest 100% on February 26, 2025, one year following the grant date.

The stock option will vest 100% on February 26, 2025, one year following the grant date.

The stock option will vest 100% on February 26, 2025, one year following the grant date.

The stock option will vest 100% on February 26, 2025, one year following the grant date.

The stock option will vest 100% on February 26, 2025, one year following the grant date.

The stock option will vest 100% on February 26, 2025, one year following the grant date.

The stock option will vest 100% on February 26, 2025, one year following the grant date.

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.26 to $1.36, inclusive. The reporting person undertakes to provide Virios Therapeutics, Inc. ("Virios"), any security holder of Virios or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the ranges set forth in this footnote to this Form 4.

The number of shares reported are indirectly held within the Reporting Person's 401(k) account and are invested in the Tuscaloosa Surgical Assoc PC 401k U/A Dtd Jan 1, 2001 of which the Reporting Person is trustee.

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.00 to $1.25, inclusive. The reporting person undertakes to provide Virios Therapeutics, Inc. ("Virios"), any security holder of Virios or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the ranges set forth in this footnote to this Form 4.

The stock option will vest 100% on June 15, 2024, one year following the grant date.

The stock option will vest 100% on June 14, 2024, one year following the grant date.

The stock option will vest 100% on June 15, 2024, one year following the grant date.

The stock option will vest 100% on June 15, 2024, one year following the grant date.

The stock option will vest 100% on June 15, 2024, one year following the grant date.