Exhibit 10.1
DOGWOOD THERAPEUTICS, INC.
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this “Agreement”) is being delivered to you by Dogwood Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with your subscription for shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price per share set forth on the signature page hereto and in the aggregate purchase price set forth on the signature page hereto to be issued and sold to you by the Company. The Shares being subscribed for by you are being offered and sold by the Company in a transaction (the “Private Placement”) exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to exemptions available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder, for an offering up to an aggregate amount of $5,000,000. There is no minimum offering amount. Subject to Section 6(a), all subscription proceeds for the sale of the Shares will be directly paid in immediately available funds to the Company.
| 1. | SUBSCRIPTION AND PURCHASE PRICE. |
(a)Subscription. The undersigned hereby irrevocably subscribes for and agrees to purchase the Shares in the amount as indicated on the signature page hereof on the terms and conditions described herein.
(b)Purchase of Shares. The undersigned understands and acknowledges that the purchase price and price per Share to be remitted to the Company in exchange for the Shares shall be as set forth on the signature page hereto (the “Purchase Price”). Payment of the Purchase Price shall be made, or caused to be made, by the undersigned, by wire transfer of immediately available funds pursuant to the wire instructions provided below.
Incoming Wire:
Beneficiary Bank:PNC Bank, N.A.
Bank Address:249 Fifth Avenue, Pittsburgh, Pa 15222
Account #:5303681483
Bank #:031000053
SWIFT Code: PNCCUS33
Currency:USD
Beneficiary:Dogwood Therapeutics, Inc.
Beneficiary address:44 Milton Ave, Alpharetta, GA 30009
| 2. | ACCEPTANCE AND CLOSING PROCEDURES. |
(a)Closing. On the closing date (the “Closing Date”), upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the undersigned agrees to
purchase the Shares for the Purchase Price set forth on the signature page hereto. Upon satisfaction of the covenants and conditions set forth in Sections 2(c), the closing (the “Closing”) shall occur at the offices of the Company or such other location as the parties shall mutually agree at such time as agreed to by the Company and the undersigned but (i) in no event earlier than the first (1st) Business Day after the date of this Agreement and (ii) in no event later than the tenth (10th) Business Day after the date of this Agreement. “Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York or Hong Kong are authorized or required by law or other governmental action to close.
(b)Closing Deliverables.
(i)On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the undersigned the following:
(A)this Agreement duly executed by the Company;
(B)the Registration Rights Agreement duly executed by the Company;
(C)book entry confirmation representing the Shares;
(D)a legal opinion of Duane Morris LLP, dated as of the Closing Date, directed to the undersigned, in form and substance reasonably satisfactory to the undersigned and addressing such legal matters as the undersigned and the Company reasonably agree; and
(E)a certificate of an appropriate officer of the Company, dated as of the Closing Date, to the effect that (x) there has been no material adverse change, (y) the representations and warranties in Section 4 of this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date, and (z) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date.
(ii)On or prior to the Closing Date, the undersigned shall deliver or cause to be delivered to the Company the following:
(A)this Agreement duly executed by the undersigned; and
(B)the Registration Rights Agreement duly executed by the undersigned; and
(C)the Purchase Price in immediately available funds.
(c)Closing Conditions.
(i)The obligations of the Company hereunder in connection with the Closing are subject to the following obligations being met:
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(A)the accuracy in all material respects on the Closing Date of the representations and warranties of the undersigned contained herein;
(B)all obligations, covenants and agreements of the undersigned required to be performed at or prior to the Closing Date have been performed;
(C)the delivery by the undersigned of the items set forth in Section 2(b)(ii) of this Agreement; and
(D)receipt of the official notice from the Nasdaq Listing Center approving the Additional Listing Application for the Shares.
(ii)The respective obligations of the undersigned herein in connection with the Closing are subject to the following conditions being met:
(A)the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein;
(B)all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date have been performed; and
(C)the delivery by the Company of the items set forth in Section 2(b)(i) of this Agreement.
| 3. | INVESTOR’S REPRESENTATIONS AND WARRANTIES. |
The undersigned makes the following agreements, representations, declarations, acknowledgments and warranties to the Company in conjunction with the offer and sale of the Shares with the intent that they be relied upon in determining the undersigned’s suitability as a purchaser of the Shares:
(a)The undersigned has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized, if applicable, and, assuming this Agreement constitutes the legal and binding agreement of the Company, this Agreement constitutes a valid and legally binding obligation of the undersigned.
(b)The undersigned acknowledges that the offer and sale of the Shares is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act and the provisions of Regulation D and/or Rule 506(b) promulgated thereunder. In furtherance thereof, the undersigned represents and warrants as follows:
(i)The undersigned is acquiring the Shares solely for the undersigned’s own beneficial account, for investment purposes, and not with a view to, or resale in connection with, any distribution of the Shares, without prejudice, however, to the undersigned’s right at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities laws;
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(ii)The undersigned has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge all or any part of the Shares, for which the undersigned hereby subscribes;
(iii)The undersigned has the financial ability to bear the economic risk of the undersigned’s investment, has adequate means for providing for the undersigned’s current needs and contingencies, and has no need for liquidity with respect to the undersigned’s investment in the Company; and
(iv)The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Shares.
(c)The undersigned is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D.
(d)The undersigned has been provided access via the Securities and Exchange Commission (the “Commission”) public website at www.sec.gov with access to copies of the Company’s Annual Report on Form 10-K for the period ended December 31, 2025, the Company’s Quarterly Report for the period ended June 30, 2026 and the Company’s other filings with the Commission since January 1, 2025 (such filings, including the exhibits thereto and documents incorporated by reference therein, being referred to collectively herein, the “SEC Reports”), and represents and warrants that it has read and reviewed these reports (including the “Risk Factors” contained therein). The undersigned acknowledges that the Company has made available to the undersigned or provided the undersigned the opportunity to review all SEC Reports and this Agreement, and has allowed the undersigned an opportunity to ask questions and receive answers thereto and to verify and clarify any information contained in the SEC Reports and this Agreement. The undersigned further acknowledges that the undersigned has had the opportunity to obtain information it considers necessary to evaluate the investment.
(e)The undersigned is not relying on the Company with respect to economic considerations involved in this investment. The undersigned is capable of evaluating the merits and risks of an investment in the Shares as such are described in the SEC Reports.
(f)The undersigned represents, warrants and agrees that it will not sell or otherwise transfer the Shares without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the undersigned must bear the economic risk of the purchase of the Shares because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the undersigned is aware that the Shares are “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and such securities may not be resold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The undersigned understands that any sales or transfers of the Shares are further restricted by state securities laws and the provisions of this Agreement. The undersigned further affirms that they are an “affiliate” of the Company as such term is defined under Rule 405 of the Securities Act, and
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acknowledges that it is subject to additional restrictions on transfer of the Shares under the Securities Act.
(g)No representations or warranties have been made to the undersigned by the Company or any of its officers, employees, agents, affiliates or subsidiaries, other than any representations contained herein and in the SEC Reports, and in subscribing for the Shares the undersigned is not relying upon any representations other than any contained herein or in the SEC Reports.
(h)The undersigned represents that the amounts to be invested by it in the Company at Closing are not, and will not be, directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations.
(i)The undersigned understands and agrees that the book entry position for the Shares shall, except as otherwise provided in this Agreement and in accordance with applicable law, bear substantially the following legend:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.
(j)The undersigned is not subject to any “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualifying Event”), except for a Disqualifying Event covered by Rule 506(d)(2) or (d)(3).
(k)The undersigned acknowledges that the Company’s Common Stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”) and that by accepting this Agreement the undersigned agrees with the Company to maintain in strict confidence all material non-public information, including, but not limited to, the existence of the Private Placement and any other material non-public information regarding the Company obtained from this Agreement and any other transaction document and/or from the Company and/or it authorized agents, subject to legal, regulatory, stock exchange (including Nasdaq and the Stock Exchange of Hong Kong) and internal corporate disclosure requirements. The Company has caused these materials to be delivered to the undersigned in reliance upon such agreement and upon Rule 100(b)(2)(ii) of Regulation FD as promulgated by the Commission.
(l)The undersigned has had the opportunity to review this Agreement and Shares with its own legal counsel and tax advisors. The undersigned is not relying on any statements or representations of the Company or its agents for legal or tax advice with respect to this Agreement or the Shares. The undersigned acknowledges his understanding that this Agreement was prepared at the request of the Company by Duane Morris LLP, its counsel, and that such firm did not represent the undersigned in conjunction with this Agreement, the purchase and sale of the Shares
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or any of the related transactions. The undersigned, as further evidenced by its signature below, acknowledges that it has had the opportunity to obtain the advice of independent counsel of its choosing prior to execution of this Agreement and that it has availed itself of this opportunity to the extent deemed necessary and advisable.
(m)The foregoing representations and warranties are true and accurate in all material respects as of the date hereof.
| 4. | THE COMPANY’S REPRESENTATIONS AND WARRANTIES. |
The Company hereby acknowledges, agrees with and represents and warrants to the undersigned, as follows:
(a)The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Company and, assuming this Agreement constitutes the legal and binding agreement of the Investor, is valid, binding and enforceable against the Company in accordance with its terms.
(b)The Shares have been duly and validly authorized and when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and nonassessable and will be issued free and clear of any liens or other restrictions (other than restrictions on transfer under applicable state and federal securities laws).
(c)Neither the execution and delivery nor the performance of this Agreement by the Company will conflict with the Company’s Certificate of Incorporation or Bylaws, result in a breach of any terms or provisions of, or constitute a default under, any material contract, agreement or instrument to which the Company is a party or by which the Company is bound or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or any of its subsidiaries is subject (including federal and state securities laws and regulations) and the rules and regulations of any self-regulatory organization to which the Company or its securities are subject, or by which any property or asset of the Company or any of its subsidiaries is bound or affected.
(d)The SEC Reports have been made available to the undersigned via www.sec.gov.
(e)The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own or lease its properties and to conduct its business as presently conducted, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the Company.
(f)As of the date hereof, the authorized, issued and outstanding capital stock of the Company is as set forth in the SEC Reports, subject to changes resulting from the issuance or exercise of securities described therein. Except as disclosed in the SEC Reports, there are no preemptive rights, rights of first refusal or similar rights that would entitle any person to acquire any of the Shares in connection with the transactions contemplated hereby.
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(g)The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission since January 1, 2025. As of their respective filing dates, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(h)The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto and fairly present in all material respects the financial position of the Company as of the dates indicated and the results of its operations and cash flows for the periods specified, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments and the absence of footnotes.
(i)Since the date of the Company’s most recent financial statements included in the SEC Reports, there has not occurred any event, change or development that has had or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, financial condition or results of operations of the Company, taken as a whole, except as disclosed in the SEC Reports.
(j)No consent, approval, authorization or order of, or filing or registration with, any court or governmental authority or regulatory body is required for the execution, delivery and performance by the Company of this Agreement or the issuance and sale of the Shares, other than (i) the filings required pursuant to applicable federal and state securities laws, (ii) the filing of the Additional Listing Application with Nasdaq and (iii) such consents, approvals, authorizations, orders, filings or registrations as have been obtained or made or will be obtained or made prior to the Closing.
(k)The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from Nasdaq or any trading market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such trading market. The Company is, and has no reason to believe that it will not in the foreseeable future be, in compliance with the applicable continued listing requirements of Nasdaq. Assuming the accuracy of the representations and warranties of the undersigned set forth herein, no approval of the Company’s stockholders is required under the rules of Nasdaq in connection with the issuance and sale of the Shares pursuant to this Agreement.
(l)Assuming the accuracy of the representations and warranties of the undersigned set forth herein, neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to
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buy any security, under circumstances that would cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of the Shares under the Securities Act, or (ii) any applicable shareholder approval provisions of Nasdaq or any other trading market on which any of the securities of the Company are listed or designated.
(m)Neither the Company nor any person acting on its behalf has offered or sold any of the Shares by any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D, and, assuming the accuracy of the representations and warranties of the undersigned, the offer and sale of the Shares are exempt from registration under the Securities Act pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D.
(n)There is no action, suit, proceeding, arbitration, claim, investigation, charge, complaint or inquiry pending or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect, nor are there any orders, writs, injunctions, judgments or decrees outstanding of any court or government agency or instrumentality and binding upon the Company or any of its subsidiaries that have had or would reasonably be expected to have a material adverse effect.
(o)No brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement. The undersigned shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement.
| 5. | REGISTRATION RIGHTS |
The Company and the undersigned agree that, on or prior to the Closing Date, the Company and the undersigned shall enter into a registration rights agreement (the “Registration Rights Agreement”), in form and substance reasonably acceptable to the Company and the undersigned, pursuant to which the Company agrees to, subject to certain limitations, mandatory registration of the Shares. The execution and delivery of the Registration Rights Agreement shall be a condition to the obligations of each party to consummate the Closing.
| 6. | ** COVENANTS** |
(a)Use of Proceeds. The proceeds from the Private Placement shall be used by the Company for general working capital in accordance with the cash budget delivered to the undersigned at Closing, which budget shall reflect the Company’s good-faith projection that such proceeds, together with the Company’s other available cash resources, will fund the Company’s operations through March 31, 2027. Any material amendment to, or material variance from, such budget shall require the prior approval of the Board of Directors. Further, the Company agrees that the proceeds from the Private Placement shall not be used: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any shares of common stock
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of the Company, (c) for the settlement of any outstanding litigation or (d) in violation of Foreign Corrupt Practices Act or Office of Foreign Assets Control regulations.
(b)Public Disclosure. On or before the fourth (4th) Business Day following the execution of this Agreement, the Company shall file a Current Report on Form 8-K describing the material terms of the transactions contemplated hereby and attaching this Agreement and the Registration Rights Agreement as exhibits to the extent required by applicable law. The Company and the undersigned shall consult with each other regarding any press release or other public announcement relating to the transactions contemplated hereby, subject to applicable legal, regulatory and stock exchange requirements.
(c)Securities Law Filings. The Company shall timely make all filings and notices required under applicable federal and state securities laws in connection with the offer and sale of the Shares, including any required Form D and applicable blue sky filings.
(d)Nasdaq Listing. The Company shall use commercially reasonable efforts to cause the Shares to be approved for listing on Nasdaq, subject to official notice of issuance, and shall maintain the listing of its common stock on Nasdaq through the Closing.
(e)Legend Removal. The Company shall cause its transfer agent to prepare and deliver evidence of book-entry positions representing the Shares to be delivered to a transferee(s) pursuant to an effective registration statement, which book-entry positions shall be free of any restrictive legends and in such denominations and registered in such names as the undersigned may request. Further, the Company shall, at its sole expense, cause its legal counsel to, (i) issue to the Company’s transfer agent and maintain a “blanket” legal opinion or direction letter instructing the transfer agent that, in connection with a sale or transfer of Shares by the undersigned pursuant to and in accordance with the plan of distribution set forth in an effective registration statement filed with the Commission in which the undersigned is a named selling stockholder, and the transfer agent is authorized to remove the restrictive legends in connection therewith, and (ii) if such registration statement is not then effective or is otherwise not available to effect sales or transfers of the Shares, and in connection with a proposed sale or transfer of Shares by the undersigned pursuant to and in accordance with an exemption from the registration requirements of Section 5 of the Securities Act, issue to the transfer agent a legal opinion or direction letter in connection with such sale or transfer instructing the transfer agent to remove any restrictive legends; provided that, in each case, the undersigned shall have provided such customary representations and other documentation as may be reasonably required by the Company’s transfer agent or legal counsel in connection with such legend removal. In the case of a request to remove such restrictive legends in connection with a sale or transfer of Shares pursuant to clause (i) or (ii) above, the Company shall direct the Company’s transfer agent to remove any such legends in connection with such sale or transfer within two (2) Business Days following receipt of such required notice and documentation from the undersigned. The Company shall be responsible for the fees of its transfer agent, its legal counsel and all Depositary Trust Company fees associated with any such legend removal requests.
| 7. | TERMINATION. |
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This Agreement may be terminated at any time prior to the Closing (a) by mutual written consent of the Company and the undersigned, (b) by either party if the Closing has not occurred on or before November 9, 2026 (the “Outside Date”), provided that the right to terminate pursuant to this clause (b) shall not be available to a party whose breach of this Agreement has been a principal cause of the failure of the Closing to occur on or before the Outside Date, or (c) by either party if any governmental authority of competent jurisdiction has enacted, issued or entered any final and nonappealable order or law permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby. Upon termination, this Agreement shall be of no further force or effect, except for provisions that by their nature are intended to survive termination and any liability for fraud or willful breach occurring prior to termination.
| 8. | MISCELLANEOUS PROVISIONS. |
(a)Modification. Neither this Agreement nor any provisions hereof, shall be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, discharge or termination is sought.
(b)Brokers and Finders. Each party acknowledges it has not engaged any brokers, finders or agents in connection with the Private Placement and the Company has not incurred nor will incur, directly or indirectly, as a result of the sale of the Shares, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the Private Placement.
(c)Notices. Any party may send any notice, request, demand, claim or other communication hereunder to the intended recipient at the address set forth below using any other means (including personal delivery, expedited courier, messenger service, fax or ordinary mail), but no such notice, request, demand, claim or other communication will be deemed to have been duly given unless and until it actually is received by the intended recipient:
| If to the Company: | 44 Milton Avenue Alpharetta, GA 30009 Attention: Greg Duncan, Chief Executive Officer Email: Greg@dwtx.com |
| With a copy to: | Duane Morris LLP 30 S 17th St, Philadelphia, PA 19103 Attention: Darrick Mix, Esq. Email: Dmix@duanemorris.com |
| If to the undersigned: | 2 Dai Fu Street, Tai Po Industrial Estate, |
Hong Kong
Attn: General Counsel, Legal Department
Email: ckls.legal@ck-lifesciences.com
With a copy to:Goodwin Procter LLP
100 Northern Avenue
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Boston, MA 02210
Attn: Marishka DeToy; Caitlin Tompkins
Email: MDeToy@goodwinlaw.com
Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.
(d)Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(e)Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their heirs, executors, administrators, successors, legal representatives and assigns. If the undersigned is more than one person or entity, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by, and be binding upon, each such person or entity and his or its heirs, executors, administrators, successors, legal representatives and assigns.
(f)Assignability. Neither party may assign this Agreement without the prior written consent of the other party; provided, however, that the undersigned may assign this Agreement to an affiliate that agrees in writing to be bound by the terms hereof. Any purported assignment in violation of this Section shall be null and void.
(g)Enforcement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles. Any action with respect to the subject matter of this Agreement otherwise related to the undersigned’s investment in or ownership of the Company shall be litigated in the state or federal courts situated in the State of New York, to which jurisdiction and venue all parties consent; any such action shall be by bench trial, with each party waiving its right to trial by jury to adjudicate the matter.
[SIGNATURE PAGE FOLLOWS]
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SIGNATURE PAGE
This Subscription Agreement is dated as of this 19th day of October, 2026 at Alpharetta, Georgia.
Price Per Share: $1.22
Number of Shares: 4,098,360
Purchase Price: $4,999,999.20
This Subscription Agreement is accepted as of this 19th day of October, 2026 for the purchase of the Shares.
DOGWOOD THERAPEUTICS, INC.
By: /Greg Duncan/__
Greg Duncan
Chief Executive Officer
SEALBOND LIMITED
By: /Alan Yu/__
Alan Yu
Director
[Signature Page to Subscription Agreement]