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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Dogwood Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
(CUSIP Number) |
CK Life Sciences 7th Floor, Cheung Kong Center, 2 Queen's Road Central Hong Kong HONG KONG, K3, 00000 (852) 2126 1212 Blake Liggio, Esq. Goodwin Procter LLP, 100 Northern Avenue Boston, MA, 02210 (617) 570 1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/26/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Sealbond Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
25,920,693.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CK Life Sciences Int'l., (Holdings) Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,763,331.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
75.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Conjoint Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,842,638.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value | |
| (b) | Name of Issuer:
Dogwood Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
44 Milton Avenue, Alpharetta,
GEORGIA
, 30009. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 4 to Schedule 13D (this "Amendment No. 4") amends the Schedule 13D filed on October 15, 2024 (the "Original 13D"), as amended on March 17, 2025 ("Amendment No. 1"), November 25, 2025 ("Amendment No. 2") and October 21, 2026 ("Amendment No. 3 and, together with the Original 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 4, the "Schedule 13D") and relates to the common stock, $0.0001 par value ("Common Stock"), of Dogwood Therapeutics, Inc. (the "Company" or "Dogwood"). Except as specifically amended by this Amendment No. 4, the disclosure in the Schedule 13D remains in full force and effect. Capitalized terms used in this Amendment No. 4 but not otherwise defined shall have the meanings given to such terms in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended to add the following:
On October 26, 2026 (the "Closing Date"), the transaction contemplated under the Subscription Agreement (as previously described in Item 4 of Amendment No. 3) was consummated. Pursuant to the terms of the Subscription Agreement, on the Closing Date, Sealbond Limited ("Sealbond") purchased from the Company 4,098,360 shares of Common Stock at a purchase price of $1.22 per share, for aggregate consideration of approximately $5,000,000 (the "Private Placement"). The shares were purchased using funds from working capital. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Sealbond is the direct owner of 25,920,693 shares of Common Stock, which shares represent approximately 67.8% of the outstanding Common Stock. Conjoint directly owns 2,842,638 shares of Common Stock, which shares represent approximately 7.4% of the outstanding Common Stock. All ownership percentages are calculated based on an aggregate of 38,227,913 shares of Common Stock outstanding, consisting of (i) 34,129,553 shares of Common Stock outstanding as of September 30, 2026, as disclosed by the Issuer to the Reporting Persons, plus (ii) 4,098,360 shares of Common Stock issued in the Private Placement on October 26, 2026.
CK Life Sciences is the indirect parent company of each of Sealbond and Conjoint and may be deemed to have voting and dispositive power over shares of Common Stock held directly by Sealbond and Conjoint. | |
| (b) | The information set forth in Item 5(a) above is incorporated by reference. | |
| (c) | The information in Item 3 with respect to the Private Placement is incorporated by reference. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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