SEC Form 4 filed by Director Ck Life Sciences Intl (Holdings) Inc
$DWTX
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Dogwood Therapeutics, Inc. [ DWTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/12/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A-1 Preferred Stock | $0(2) | 03/12/2025 | A(3) | 284.2638 | (2) | (2) | Common Stock | 2,842,638 | $7.01(3) | 284.2638 | I | See footnote(1) | |||
| Explanation of Responses: |
| 1. Shares are held directly by Conjoint Inc., a Delaware corporation ("Conjoint"). Conjoint is a wholly owned subsidiary of Honglad Limited, a British Virgin Islands limited company ("Honglad"). Honglad is a wholly owned subsidiary of ENSO Resources Limited, a British Virgin Islands limited company ("ENSO Resources"). ENSO Resources 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-1 Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A-1 Preferred Stock"), into shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock"), each share of the Series A-1 Preferred Stock will be convertible into 10,000 shares of Common Stock, subject to waiver by Conjoint, as the direct holder of the shares, of a beneficial ownership limitation of 19.99% of the outstanding Common Stock. The shares of Series A-1 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. |
| 3. On March 12, 2025, Conjoint entered into a Debt Exchange and Cancellation Agreement with the Issuer pursuant to which $19,500,000 in principal amount of all loans made to the Issuer under a Loan Agreement, dated October 7, 2024 (the "Loan Agreement"), between Conjoint and the Issuer, along with accrued interest through March 12, 2025 (as of such date, an aggregate of $19,926,891), was deemed repaid and all of the Issuer's obligations under the Loan Agreement with respect to the principal amount and accrued interest was satisfied in full and cancelled in exchange for 284.2638 shares of Series A-1 Preferred Stock, based on a price per underlying share of Common Stock of $7.01. This transaction involved an acquisition of shares in connection with a debt previously contracted. |
| Remarks: |
| Mr. Yu Ying Choi Alan Abel ("Mr. Yu"), the Deputy Chairman of CKLS, and Dr. Toh Kean Meng Melvin ("Dr. Toh"), the Vice President and Chief Scientific Officer and Executive Director of CKLS, have been appointed to the board of directors of the Issuer, and each of Mr. Yu and Dr. Toh have been deputized to represent the Reporting Person on the board of directors. By virtue of Mr. Yu and Dr. Toh's representation, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed a director by deputization of the Issuer. Mr. Yu and Dr. 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. | 03/17/2025 | |
| ** 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 4 (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. | ||