Dogwood Therapeutics, Inc. filed a Form S-3 registration statement with the SEC on October 30, 2026, to register up to 4,098,360 shares of common stock for resale by selling stockholder Sealbond Limited, following a private placement completed at $1.22 per share.

Key Highlights

  • Shares Registered: Up to 4,098,360 shares of common stock, par value $0.0001 per share, are covered by this prospectus for resale by Sealbond Limited.
  • Private Placement Price: The shares were issued to Sealbond Limited at a purchase price of $1.22 per share pursuant to a Subscription Agreement dated October 19, 2026.
  • Gross Proceeds: The private placement generated gross proceeds of approximately $5.0 million for the company.
  • No Company Proceeds from Resale: According to the filing, the company will not receive any proceeds from the sale of shares by the Selling Stockholder.
  • Recent Market Price: The last reported sale price of the common stock on October 28, 2026, was $1.24 per share.
  • Registration Rights: The shares are being registered pursuant to a Registration Rights Agreement dated October 19, 2026, between the company and Sealbond Limited.

Dogwood Therapeutics Files S-3 to Cover Sealbond Limited Resale After October 2026 Private Placement

Dogwood Therapeutics, Inc. (NASDAQ:DWTX), a Delaware corporation headquartered in Alpharetta, Georgia, filed a Form S-3 registration statement on October 30, 2026, covering the potential resale of 4,098,360 shares of common stock by Sealbond Limited. The filing states that these shares were issued to Sealbond Limited through a private placement under a Subscription Agreement dated October 19, 2026, at $1.22 per share, generating gross proceeds of approximately $5.0 million for the company.

According to the filing, the company is registering the shares pursuant to a Registration Rights Agreement, also dated October 19, 2026, entered into with Sealbond Limited. The prospectus states that the company itself is not selling any shares under this registration statement and "will not receive any proceeds from the sale of any of the Shares by the Selling Stockholder." The filing further notes that "the Selling Stockholder will pay all brokerage fees and commissions and similar sale-related expenses."

The registration statement was filed on a delayed or continuous basis under Rule 415 of the Securities Act of 1933. The company disclosed that it is a non-accelerated filer and a smaller reporting company, as defined under federal securities laws. The prospectus notes that the registration statement is subject to completion and that shares may not be sold until the registration statement becomes effective. On October 28, 2026, the last reported sale price of the common stock on the Nasdaq Capital Market was $1.24 per share. The filing cautions that an investment in the company's securities "involves a high degree of risk."

What Was Disclosed

Dogwood Therapeutics filed a Form S-3 registration statement on October 30, 2026, to register 4,098,360 shares of common stock for resale by Sealbond Limited following a private placement at $1.22 per share that raised approximately $5.0 million in gross proceeds.