Conjoint Inc. - Mar 12, 2025 Form 3 Insider Report for Dogwood Therapeutics, Inc. (DWTX)

Role: Director, Other*, 10%+ Owner
Signature: /s/ Yu Ying Choi Alan Abel, Director of Conjoint Inc.
Stock symbol: DWTX
Transactions as of: Mar 12, 2025
Transactions value $: $0
Form type: 3
Date filed: 3/20/2025, 08:19 PM
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	DWTX	Series A-1 Preferred Stock							Mar 12, 2025	Common Stock	2.84M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 the Reporting Person 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.
F2	On March 12, 2025, the Reporting Person 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 the Reporting Person 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.

Content

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 the Reporting Person 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.

On March 12, 2025, the Reporting Person 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 the Reporting Person 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 CK Life Sciences Int'l., (Holdings) Inc., a company incorporated in the Cayman Islands with limited liability ("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. CKLS is the indirect parent company of the Reporting Person. 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.