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. |
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. |
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| 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:
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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.
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| 4. | THE COMPANY’S REPRESENTATIONS AND WARRANTIES. |
The Company hereby acknowledges, agrees with and represents and warrants to the undersigned, as follows:
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| 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 |
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| 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. |
If to the Company: | 44 Milton Avenue |
With a copy to: | Duane Morris LLP |
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
10
Boston, MA 02210
Attn: Marishka DeToy; Caitlin Tompkins
Email: MDeToy@goodwinlaw.com
CTompkins@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.
[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]