Dogwood Therapeutics, Inc. (DWTX)
NASDAQ: DWTX · Real-Time Price · USD
1.350
0.00 (0.00%)
Apr 29, 2026, 2:44 PM EDT - Market open
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EGM 2025

Nov 21, 2025

Operator

Welcome to the special meeting for Dogwood Therapeutics. Our host for today's call is Greg Duncan, CEO and Chairman of the Board. At this time, all participants will be in a listen-only mode. I will now turn the call over to your host, Mr. Duncan. You may begin, sir.

Greg Duncan
CEO, Dogwood Therapeutics

Good morning. I am Greg Duncan, Chief Executive Officer and Chairman of the Board of Dogwood Therapeutics, and I've been appointed Chairman of today's special meeting of the stockholders of Dogwood Therapeutics. I now call the meeting to order. Angela Walsh, Chief Financial Officer, Secretary and Treasurer of Dogwood, is with us today and will serve as the Secretary of today's meeting. I would also like to introduce Emily White of Equity Trust Company, who has been appointed as the Inspector of Elections for today's meeting. Ms. White has previously taken her oath as Inspector of Elections. Now, let me turn the proceedings over to Angela Walsh, who will provide instructions for today's meeting.

Angela Walsh
CFO, Dogwood Therapeutics

Thank you, Greg. We will proceed with the formal business of the meeting in the order set forth in the Notice of Special Meeting and Proxy Statement. We will first present the five proposals submitted for approval by our board. We will take questions related to the proposals. We will then open the polls for voting. Please note, if you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. You should also have a copy of the rules of conduct for this meeting. These are posted on the registration page and the viewing page once you enter the meeting. In order to conduct an orderly meeting, we ask that you please follow these rules.

Stockholders who are attending this meeting may submit questions through the Ask a Question box located at the bottom of your screen. Stockholder questions are welcome, but we do not intend to address any questions that are not relevant for this meeting, such as questions specific to an individual shareholder or questions not related to the previously submitted proposals for this meeting. Please submit your questions now to make sure they are received in a timely fashion for our review and response. At this time, I will turn the meeting back over to Greg.

Greg Duncan
CEO, Dogwood Therapeutics

Thank you, Angela. The following documents will be incorporated in the company's records as part of the minutes of today's meeting. First, a copy of the Notice of Special Meeting of Stockholders stating the date, time, place, and purposes of this meeting. Second, a copy of the Proxy Statement for this meeting. Third, the Affidavit of Broadridge, showing that each stockholder of record on the record date was mailed and deposited with the United States Post Office packages containing the Notice of Special Meeting, the Proxy Statement, and form of proxy card. Will the Secretary please report at this time with respect to the existence of a quorum?

Angela Walsh
CFO, Dogwood Therapeutics

The Board of Directors set October 14th, 2025, as the record date for stockholders entitled to notice of and to vote at this meeting. A certified list of the stockholders of the company as of the close of business on the record date has been provided to the company by the company's transfer agent, Broadridge. This list is available for inspection during this meeting and shows that on the record date, there were 2,293,162 shares of common stock of the company issued and outstanding. On each proposal brought before this meeting, stockholders are entitled to one vote for each share of common stock registered in their name. I have been advised that more than one-third of the outstanding shares entitled to vote are present. Therefore, I declare that a quorum is present, and this meeting may now proceed. Let me turn it back over to Greg to review the proposals.

Greg Duncan
CEO, Dogwood Therapeutics

We will now proceed with the formal business of this meeting. After all the proposals have been described, we will answer any questions submitted online that are related to these specific proposals. As a reminder, we ask that any comments or questions during this portion of the meeting pertain only to these five proposals. Please submit any questions as soon as possible for our review. There are five proposals to be considered by the stockholders at this time. Proposal one is the approval for the purposes of complying with the applicable provisions of NASDAQ Listing Rule 5635 of the issuance of a common stock upon conversion of the company's Series A non-voting convertible preferred stock, par value $0.0001 per share.

Proposal two is the approval for the purposes of complying with the applicable provisions of the NASDAQ Listing Rule 5635 of the issuance of a common stock upon conversion of the company's Series A1 non-voting preferred stock, par value $0.0001 per share. Proposal three is the approval for the purposes of complying with the applicable provisions of NASDAQ Listing Rule 5635 of the issuance of a common stock upon conversion of the company's Series A2 non-voting convertible preferred stock, par value $0.0001 per share. Proposal four is the approval of the Dogwood Therapeutics Second Amended and Restated 2020 Equity Incentive Plan. Proposal five is the approval of the adjournment of the special meeting to a later date or dates if necessary or appropriate.

For each proposal, the proposal will be approved if the majority of the shares of common stock that are present or represented by proxy and entitled to vote with respect to the proposal vote for its approval. All votes will be counted for the purposes of approving each proposal for the purposes of Delaware law. However, with respect to approval of Proposal One and Proposal Three for NASDAQ purposes, we may not count the votes of any shares of common stock issued in the same transaction as the applicable shares of preferred stock. As such, we are hereby instructing the Inspector of Elections to conduct separate tabulations for Proposal One and Proposal Three that will subtract the votes attributable to such shares of common stock. Before proceeding to voting, we will check if there are any questions submitted about the proposals before we open the proposals.

Angela, are there any questions?

Angela Walsh
CFO, Dogwood Therapeutics

Greg, there are no questions at this time.

Greg Duncan
CEO, Dogwood Therapeutics

Okay. Thank you, Angela. The time is now 10:07 A.M. Eastern Time, and the polls are now open for voting on all matters to be presented. In order to vote during this meeting, you may click on the Vote My Shares button on your viewing page and follow the prompts. If you have voted your shares prior to the start of the special meeting, your vote has been received by the company's Inspector of Elections, and there is no need to vote those shares again during this meeting unless you wish to revoke or change your prior vote. We will now pause for one minute for stockholders to finish voting. The time is now 10:09 A.M. Eastern Standard Time, and the polls are now closed for voting. Will the Secretary please report the preliminary results of the voting?

Angela Walsh
CFO, Dogwood Therapeutics

Based on the preliminary vote of the Inspector of Elections, I hereby declare that Proposal One for the approval for the purposes of complying with the applicable provisions of NASDAQ Listing Rule 5635 of the issuance of a common stock upon conversion of the company's Series A non-voting convertible preferred stock, par value $0.0001 per share, is approved under both Delaware law and for the purposes of NASDAQ Listing Rules. Proposal Two for the approval for the purposes of complying with the applicable provisions of NASDAQ Listing Rule 5635 of the issuance of a common stock upon conversion of the company's Series A1 non-voting convertible preferred stock, par value $0.0001 per share, is approved under both Delaware law and for the purposes of NASDAQ Listing Rules.

Proposal Three for the approval for the purposes of complying with the applicable provisions of NASDAQ Listing Rule 5635 for the issuance of a common stock upon conversion of the company's Series A2 non-voting convertible preferred stock, par value $0.0001 per share, is approved under both Delaware law and for the purposes of NASDAQ Listing Rules. Proposal Four for the approval of the Dogwood Therapeutics Second Amended and Restated 2020 Equity Incentive Plan is approved. I also hereby declare that Proposal Five for the adjournment of the special meeting to a later date or dates if necessary or appropriate is also approved.

Greg Duncan
CEO, Dogwood Therapeutics

Thank you very much, Angela. I hereby request that the final report of the Inspector of Elections be filed with the minutes of this meeting. Our final voting results will be filed with the SEC on the current report on Form 8K within four business days after the end of today's meeting. This concludes the formal portion of today's meeting, and the special meeting is now officially adjourned. I want to thank you again for your attendance at today's meeting and for your continued support of Dogwood Therapeutics' journey to improve the care of patients suffering from pain and neuropathy.

Operator

The meeting has now concluded. Thank you for joining, and have a pleasant day.

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