Sealbond Ltd → Dogwood Therapeutics, Inc. DWTX

Item 4 is hereby amended to add the following: Subscription Agreement On October 19, 2026, Dogwood Therapeutics, Inc. (the "Company") entered into a Subscription Agreement (the "Subscription Agreement") with Sealbond Limited ("Sealbond"), pursuant to which the Company agreed to issue and sell 4,098,360 shares (the "Shares") of the common stock, par value $0.0001 per share (the "Common Stock"), of the Company to Sealbond in a private placement. The Shares are being sold at a purchase price of $1.22 per Share. The closing of the private placement is expected to occur on or prior to October 29, 2026 (the "Closing Date"). Registration Rights Agreement On October 19, 2026, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with Sealbond, pursuant to which the Company agreed to register for resale the Shares issued in the private placement (the "Registrable Securities"). The Company is required to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") no later than the 15th day following the date of the Registration Rights Agreement (the "Filing Deadline") and to use reasonable best efforts to have the registration statement declared effective as soon as reasonably practicable following the filing thereof but in any event no later than the fifth (5th) business day after notice is received from the SEC that it will not review, or has no further comments to, the registration statement. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities, other than selling expenses, which will be borne by Sealbond. The Registration Rights Agreement provides that the Company will indemnify Sealbond and its controlling persons, members, directors, officers, partners, employees, managers, agents, representatives and advisors against certain liabilities, including liabilities under the Securities Act arising from untrue statements or omissions of material fact in the registration statement or related prospectus, or from violations of securities laws by the Company in connection with the registration, except to the extent arising from information furnished in writing by Sealbond for use therein. Sealbond has agreed to indemnify the Company and certain related persons against liabilities arising from such information, limited to the proceeds received by Sealbond from the sale of the Registrable Securities giving rise to the claim. The foregoing descriptions of the Subscription Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Subscription Agreement and the Registration Rights Agreement, copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.