Dogwood Therapeutics (DWTX) Proxy Filing summary

Executive summary

• Special Meeting of Stockholders scheduled for March 11, 2026, to be held virtually, with voting available online, by phone, mail, or during the meeting.

• Record date for voting eligibility is February 12, 2026; 33,295,553 shares of common stock outstanding as of that date.

• Proxy materials distributed both in print and online, with instructions for all voting methods provided.

• Board of Directors unanimously recommends voting "FOR" all proposals.

Voting matters and shareholder proposals

• Proposal 1: Approval of the exercise of an unregistered common stock warrant to purchase up to 4,386,037 shares and issuance of shares under the Securities Purchase Agreement and Nasdaq Listing Rule 5635(d).

• Proposal 2: Approval to adjourn the Special Meeting if necessary to solicit additional proxies for Proposal 1.

• If Proposal 1 is not approved, repeated meetings will be required every three months until approval or expiration of the warrant.

• Board recommends voting "FOR" both proposals.

• Procedures for submitting shareholder proposals and director nominations for the 2026 Annual Meeting are detailed, with specific deadlines.

Board of directors and corporate governance

• No director or executive officer has a substantial interest in the warrant proposal beyond that of other stockholders.

• Proxy solicitation may be conducted by directors, officers, and employees without additional compensation.