Dogwood Therapeutics, Inc.

Item 1A. Risk Factors

This item is not reIn addition to the following risk factors, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in our 2023 Amended Annual Report on Form 10-K/A which could materially affect our business, financial condition or future results. The following risk factors and the risks described in our 2023 Amended Annual Report on Form 10-K/A are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Risk Factors Relating to the Combination

There is no guarantee that the Combination will increase stockholder value.

In October 2024, we consummated the Combination. We cannot guarantee that implementing the Combination and related transactions will not impair stockholder value or otherwise adversely affect our business. The Combination poses significant integration challenges between our businesses and employees which could result in management and business disruptions, any of which could harm our results of operation, business prospects, and impair the value of the Combination to our stockholders.

Tetrodotoxin and Halneuron may become subject to a contractual repurchase right in certain circumstances, which could have a material adverse effect on our results of operations, financial condition, and cash flows.

In connection with the Combination, we agreed to enter into a Repurchase Agreement with Sealbond upon the occurrence of certain circumstances, pursuant to which Sealbond has the right to acquired for smaller reporting companies.

 all of the Companys and its direct and indirect subsidiaries intellectual property, rights, title, regulatory submissions, assignment of contracts, data and interests, as of the time of such acquisition, in and to tetrodotoxin and Halneuron (the Repurchase Option) in exchange for the aggregate cash settlement amount Sealbond would then be entitled to under the Certificate of Designation. In the event that the Repurchase Option is exercised, the Company may experience the loss of a key asset and product development program, and reduced long-term product development and marketing opportunities for the Company, which could have a material adverse effect on the price of our Common Stock, our results of operations and financial condition.

Pursuant to the terms of the Exchange Agreement, we are required to recommend that our stockholders approve the conversion of all outstanding shares of our Series A Non-Voting Convertible Preferred Stock into shares of our Common Stock. We cannot guarantee that our stockholders will approve this matter.

Under the terms of the Exchange Agreement, we agreed to call and hold a meeting of our stockholders to obtain, among other things, the requisite approvals for the conversion of all outstanding shares of Series A Non-Voting Convertible Preferred Stock to be issued in the Combination into shares of our Common Stock and to seek approval of a potential change of control under Nasdaq Listing Rules 5110 and 5635(C), in each case as required by the Nasdaq Stock Market LLC listing rules. If such approval is not obtained at that meeting, the

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Company agreed to seek to obtain such approvals at an annual or special stockholders meeting to be held at least every six months thereafter until such approval is obtained, which would be time consuming and costly.

We may be required to settle shares of Series A Non-Voting Convertible Preferred Stock for cash, which could have a material adverse effect on our business and financial condition.

The Certificate of Designation provides that if Company fails to deliver to the holders of Series A Non-Voting Convertible Preferred Stock certificates or electronic entries representing the shares of Common Stock issuable upon the conversion of the Series A Non-Voting Convertible Preferred Stock and certain events set forth in the Exchange Agreement occur, each share of Series A Non-Voting Convertible Preferred Stock will be settled for cash at the option of the holder at a price per share equal to the then-current fair value of a share of Common Stock. If we are required to cash settle a significant amount of Series A Preferred Stock, we may not have sufficient liquidity to satisfy our obligations, which could have a material adverse effect on our business and financial condition.

Stockholders may not realize a benefit from the Combination commensurate with the ownership dilution they will experience in connection with the Combination, including the issuance of our Common Stock upon conversion of all outstanding shares of Series A Non-Voting Convertible Preferred Stock issued in the Combination.

If we are unable to realize the full strategic and financial benefits currently anticipated from the Combination, stockholders will have experienced substantial dilution of their ownership interests in the Company without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent we are able to realize only part of the strategic and financial benefits currently anticipated from the Combination.

The failure to successfully integrate the businesses of the Company and Pharmagesic in the expected timeframe would adversely affect Dogwoods future results.

Our ability to successfully integrate the operations of the Company and Pharmagesic will depend, in part, on our ability to realize the anticipated benefits from the Combination. If we are not able to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits of the Combination may not be realized fully, or at all, or may take longer to realize than expected, and the value of our common shares may be adversely affected. In addition, the integration of the Companys and Pharmagesics respective businesses will be a time-consuming and expensive process. Proper planning and effective and timely implementation will be critical to avoid any significant disruption to Dogwoods operations. It is possible that the integration process could result in the loss of key employees, the disruption of its ongoing business or the identification of inconsistencies in standards, controls, procedures and policies that adversely affect its ability to maintain relationships with customers, suppliers, distributors, creditors, lessors, clinical trial investigators or managers or to achieve the anticipated benefits of the Combination. Delays encountered in the integration process could have a material adverse effect on Dogwoods expenses, operating results and financial condition, including the value of shares of its Common Stock.

Our future results will suffer if we do not effectively manage our expanded operations.

As a result of the Combination, we will become a more diversified company and our business will become more complex. There can be no assurance that we will effectively manage the increased complexity without experiencing operating inefficiencies or control deficiencies. Significant management time and effort is required to effectively manage our increased complexity and our failure to successfully do so could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In addition, as a result of the Combination, our financial statements and results of operations for periods prior to October 7, 2024 may not provide meaningful guidance to form an assessment of the prospects or potential success of our future business operations.

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We expect to incur substantial expenses related to the integration of Pharmagesic.

We have incurred, and expect to continue to incur, substantial expenses in connection with the Combination and the integration of Pharmagesic. There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated, including purchasing, accounting and finance, billing, payroll, research and development, marketing and benefits. Both the Company and Pharmagesic have incurred significant transaction expenses in connection with the drafting and negotiation of the Exchange Agreement, and the related ancillary agreements. While we have assumed that a certain level of expenses will be incurred, there are many factors beyond our control that could affect the total amount or the timing of the integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. These integration expenses likely will result in our taking significant charges against earnings following the completion of the Combination, and the amount and timing of such charges are uncertain at present.