Sealbond Ltd - Oct 7, 2024 Form 3 Insider Report for Dogwood Therapeutics, Inc. (DWTX)

Role
10%+ Owner
Signature
/s/ Yu Ying Choi Alan Abel, Director of CK Life Sciences Int'l., (Holdings) Inc.
Stock symbol
DWTX
Transactions as of
Oct 7, 2024
Transactions value $
$0
Form type
3
Date filed
10/17/2024, 04:29 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding DWTX Common Stock 211K Oct 7, 2024 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding DWTX Series A Preferred Stock Oct 7, 2024 Common Stock 21.1M Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Following stockholder approval of the conversion of the Issuer's Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), into shares of Common Stock, each share of the Series A Preferred Stock will be convertible into 10,000 shares of Common Stock, subject to waiver by the Reporting Person of a beneficial ownership limitation of 19.99% of the outstanding Common Stock. The shares of Series A 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.

Remarks:

Immediately following the effective time of the transaction contemplated by the Share Exchange Agreement by and between the Issuer and Sealbond Limited, Alan Yu, the Deputy Chairman of CKLS, and Melvin Toh, the Vice President and Chief Scientific Officer and Executive Director of CKLS, were appointed to the board of directors of the Issuer, and each of Messrs. Yu and Toh have been deputized to represent the Reporting Persons on the board of directors. By virtue of Messrs. Yu and Toh's representation, for purposes of Section 16 of the Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons may be deemed directors by deputization of the Issuer. Messrs. Yu and Toh have filed separate Section 16 reports disclosing securities of the Issuer that each may respectively be deemed to beneficially own for Section 16 purposes.