New insider Sealbond Ltd claimed ownership of 211,383 shares (SEC Form 3)
$DWTX
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/07/2024 |
3. Issuer Name and Ticker or Trading Symbol
Dogwood Therapeutics, Inc. [ DWTX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 211,383 | D(1) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | (2) | (2) | Common Stock | 21,083,854 | (2) | D(1) | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| /s/ Yu Ying Choi Alan Abel, Director of CK Life Sciences Int'l., (Holdings) Inc. | 10/17/2024 | |
| /s/ Wong Wun Lam, Director of Sealbond Limited | 10/17/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||