Exhibit 10.3
Dogwood therapeutics, inc.
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of September 29, 2025 (the “Effective Date”), is made by and among Dogwood Therapeutics, Inc., a Delaware corporation (“Dogwood”), and each of the Persons set for on the signature page hereto (each, a “Holder”).
WHEREAS, Dogwood and Serpin Pharma, Inc, a Delaware corporation (“Serpin”), have entered into an Exclusive License Agreement, dated as of September 29, 2025 (the “Licensing Agreement”), pursuant to which Dogwood is issuing an aggregate of 382,034 shares of common stock, par value $0.0001 per share, of the Company and 179.1878 shares of Preferred Stock (as defined below) to the Holders in consideration for the rights to the Licensed Technology and Licensed Trademarks (each as defined in the Licensing Agreement) granted by Serpin to Dogwood under the Licensing Agreement;
WHEREAS, as of the Effective Date, the Holders will be issued pursuant to the Licensing Agreement an aggregate of 382,034 shares of common stock, par value $0.0001 per share of the Company (the “Shares”), which it shall beneficially own (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and have sole or shared voting power with respect thereto;
WHEREAS, as an inducement and a condition to the willingness of Dogwood to enter into the Licensing Agreement, and in consideration of the expenses incurred and to be incurred by them in connection therewith, each Holder has agreed to enter into and perform this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein and for other good and valuable consideration, Dogwood and the Holders agree as follows:
(a) | appear at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present thereat (in person or by proxy) for purposes of calculating a quorum; and |
(b) | from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering all of the Shares and any New Shares that such Holder shall be entitled to so vote: (i) in favor of the Stockholder Approvals and any matter that could reasonably be expected to facilitate the Stockholder Approvals; and (ii) to approve any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the Stockholder Approvals on the date on which such meeting is held. No Holder shall take or commit or agree to take any action inconsistent with the foregoing. |
2. | Expiration Date. As used in this Agreement, the term “Expiration Date” shall mean the effective time of the Stockholder Approvals. |
to which such Holder or any of its Affiliates otherwise acquires sole or shared voting power (including any proxy) after the execution of this Agreement and prior to the Expiration Date, including, without limitation, by gift, succession, in the event of a stock split or as a dividend or distribution of any Shares (“New Shares”), shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares. Further, any equity securities of Dogwood acquired by a Holder after the execution of this Agreement and prior to the Expiration Date upon the conversion of shares of Series A-2 Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), shall be deemed New Shares for the purposes of this Agreement. As used in this Agreement, the term “Affiliate” shall mean, with respect to any specified any individual, corporation, partnership, trust, limited liability company, association or other entity (each, a “Person”), any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such Person |
5. | Representations and Warranties of Holders. Each Holder, jointly and severally, hereby represents and warrants to Dogwood as follows: |
(a) | (i) Each Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or constituted, (ii) each Holder has all necessary power and authority to execute and deliver this Agreement, to perform such Holder’s obligations hereunder and to consummate the transactions contemplated hereby, and the execution and delivery of this Agreement, performance of such Holder’s obligations hereunder and the consummation of the transactions contemplated hereby by such Holder have been duly authorized by all necessary action on the part of such Holder and no other |
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proceedings on the part of such Holder are necessary to authorize this Agreement, or to consummate the transactions contemplated hereby; |
(b) | this Agreement has been duly executed and delivered by or on behalf of each Holder and, assuming this Agreement constitutes a valid and binding agreement of Dogwood, constitutes a valid and binding agreement with respect to each Holder, enforceable against each Holder in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally; |
(d) | the execution and delivery of this Agreement by each Holder does not, and the performance by any Holder of its obligations hereunder and the compliance by any Holder with any provisions hereof will not, violate or conflict with, result in a material breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Liens on any Shares or New Shares pursuant to, any agreement, instrument, note, bond, mortgage, Contract, lease, license, permit or other obligation or any order, arbitration award, judgment or decree to which any Holder or its Affiliates is a party or by which a Holder or any of its Affiliates is bound, or any law, statute, rule or regulation to which Holder or any of its Affiliates is subject or, in the event that a Holder is a corporation, partnership, trust or other entity, any bylaw, certificate of incorporation, certificate of formation or other organizational document of such Holder; except for any of the foregoing as would not reasonably be expected to prevent or delay the performance by such Holder of its obligations under this Agreement in any material respect; |
(e) | the execution and delivery of this Agreement by the Holders does not, and the performance of this Agreement by the Holders does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state, local or foreign government, governmental or quasi-governmental authority or regulatory authority by Holders or any of their respective Affiliates, except for applicable requirements, if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by Holders of their obligations under this Agreement in any material respect; |
(f) | no investment banker, broker, finder or other intermediary is entitled to a fee or commission from Dogwood in respect of this Agreement based upon any contract made by or on behalf of any Holder or any of their respective Affiliates; and |
(g) | as of the date of this Agreement, there is no action, suit, litigation, arbitration or similar legal proceeding pending or, to the knowledge of any Holder, threatened against any Holder or any of their respective Affiliates that would reasonably be expected to prevent |
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or delay the performance by any Holder of its obligations under this Agreement in any material respect. |
7. | Other Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof without the need of posting bond in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. |
8. | No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Dogwood any direct or indirect ownership or incidence of ownership of or with respect to any Shares or New Shares. All rights, ownership and economic benefits of and relating to the Shares or New Shares shall remain vested in and belong to the Holders, and Dogwood does not have authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of Dogwood or exercise any power or authority to direct the Holders in the voting of any of the Shares or New Shares, except as otherwise provided herein. |
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10. | Further Assurances. Holders shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as Dogwood may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement. |
11. | Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares that any term or provision of this Agreement is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit such term or provision, to delete specific words or phrases or to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be valid and enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term or provision. |
12. | Assignability. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of a party’s rights or obligations hereunder may be assigned or delegated by such party without the prior written consent of the other parties hereto, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by such party without the other party’s prior written consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. |
13. | No Waivers. No waivers of any breach of this Agreement extended by Dogwood to any Holder shall be construed as a waiver of any rights or remedies of Dogwood with respect to any other stockholder of Dogwood who has executed an agreement substantially in the form of this Agreement with respect to Shares or New Shares held or subsequently held by such stockholder or with respect to any subsequent breach of a Holder or any other stockholder of Dogwood. No waiver of any provisions hereof by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. |
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15. | Waiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION OR LEGAL PROCEEDING RELATED TO OR ARISING OUT OF THIS AGREEMENT, ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH AND THE MATTERS CONTEMPLATED HEREBY AND THEREBY. |
16. | Entire Agreement; Counterparts; Exchanges by Electronic Transmission. This Agreement and the other agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all parties by electronic transmission via “.pdf” shall be sufficient to bind the parties to the terms and conditions of this Agreement. |
17. | Amendment. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed on behalf of each party hereto; provided, however, that the rights or obligations of a Holder may be waived, amended or otherwise modified in a writing signed by Dogwood and such Holder. |
18. | Fees and Expenses. Except as otherwise specifically provided herein, the Licensing Agreement or any other agreement contemplated by the Licensing Agreement to which a party hereto is a party, each party hereto shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby. |
19. | Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the parties. Each of the parties hereby acknowledges, represents and warrants that (a) it has read and fully understood this Agreement and the implications and consequences thereof; (b) it has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of its own choice, or it has made a voluntary and informed decision to decline to seek such counsel; and (c) it is fully aware of the legal and binding effect of this Agreement. |
Dogwood Therapeutics, Inc.
44 Milton Avenue
Alpharetta, GA 30009
Attention: Angela Walsh
Email: angela@dwtx.com
with a copy to (which shall not constitute notice):
Duane Morris LLP
6
30 S. 17th St.
Philadelphia, PA 19103
United States
Attention: Darrick Mix
Email: dmix@duanemorris.com
Serpin Pharma, Inc.
9501 Discovery Blvd., Suite 120
Manassas, VA 20109
United States
Attention: Cohava Gelber
Email: cgelber@serpinpharma.com
with a copy to (which shall not constitute notice):
Rimon PC
800 Oak Grove Ave., Suite 250
Menlo Park, CA 94025
United States
Attention: David E. Case
Email: dcase@rimonlaw.com
21. | Disclosure. Each Holders hereby agrees that Dogwood may publish and disclose in any registration statement, proxy statement, any prospectus filed with any regulatory authority in connection with the Shareholder Proposals, the Licensing Agreement and the other documents and actions contemplated therein and any related documents filed with such regulatory authority and as otherwise required by law, Holder’s identity and ownership of Shares and the nature of Holder’s commitments, arrangements and understandings under this Agreement and may further file this Agreement as an exhibit to any registration statement, prospectus, proxy statement or in any other filing made by Dogwood as required by law or the terms of the Licensing Agreement, including with the Securities and Exchange Commission or other regulatory authority, relating to the Licensing Agreement and the other documents and actions contemplated herein or therein, all subject to prior review and an opportunity to comment by Holder’s counsel. Prior to any such filing, no Holder shall, and shall use its reasonable best efforts to cause its representatives not to, directly or indirectly, make any press release, public announcement or other public communication that criticizes or disparages this Agreement or the Licensing Agreement or any of the other documents and actions contemplated therein, without the prior written consent of Dogwood, provided that, the foregoing shall not limit or affect any actions taken by a Holder (or any affiliated officer or director of Holder, if applicable) that would be permitted to be taken by a Holder or Dogwood pursuant to the Licensing Agreement. |
22. | Construction. |
(a) | For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and |
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neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. |
(b) | The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. |
(c) | As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” |
(d) | Except as otherwise indicated, all references in this Agreement to “Sections,” and “Schedules” are intended to refer to Sections of this Agreement and Schedules to this Agreement, respectively. |
(e) | The underlined headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement. |
[Remainder of Page Has Intentionally Been Left Blank]
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EXECUTED as of the Effective Date.
SERPIN PHARMA, INC.
By:_/s/ Cohava Gelber_____________________________
Name: Cohava Gelber, PhD, MBA
Title: CEO
REJUVENATION LABS, INC.
By:_/s/ Cohava Gelber
Name: Cohava Gelber, PhD, MBA
Title: Chairperson of the Board
[Signature Page to Support Agreement]
EXECUTED as of the Effective Date.
DOGWOOD THERAPEUTICS, INC.
By:__/s/ Greg Duncan____________________________
Name: Greg Duncan
Title: Chief Executive Officer
[Signature Page to Support Agreement]
Schedule 1
Stockholder Approvals
1. | Approval, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, of the potential issuance of Dogwood’s common stock upon conversion of the Series A Non-Voting Convertible Preferred Stock. |
3. | Approval of the conversion of any and all shares of Series A Non-Voting Preferred Stock of the Company into shares of the Company’s common stock in accordance with the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock. |
4. | Approval of the conversion of any and all shares of Series A-1 Non-Voting Preferred Stock of the Company into shares of the Company’s common stock in accordance with the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Non-Voting Convertible Preferred Stock. |