Core Insights - The company achieved solid operational performance in 2025, driven by growth in Data, Digital & Energy Transition, while completing the restructuring of Sensing & Monitoring [2] - The company generated over $130 million in cash, which was allocated to debt repayment, enhancing its financial position as it enters 2026 [2] - The focus remains on delivering outstanding products and services with operational excellence to support sustainable cash generation and ongoing debt reduction [2] Financial Performance - Segment revenue is expected to exceed $1,150 million, with Geoscience revenue exceeding $440 million (a 10% year-on-year increase) and Earth Data revenue exceeding $400 million [6] - Solid cash flow generation above $130 million resulted in a Net Cash Flow for 2025 exceeding $100 million after repaying a $28 million asset-backed facility related to the Group's HPC infrastructure [6] - Bond repayments totaled $97 million, fully utilizing the 10% annual optional redemption clause included in the bond documentation [6] - Net debt (pre-IFRS 16) is expected to be around $750 million at year-end [6] Company Overview - Viridien is an advanced technology, digital, and Earth data company focused on resolving complex challenges in natural resources, digital, energy transition, and infrastructure [4] - The company employs approximately 3,200 people worldwide and is listed as VIRI on the Euronext Paris SA [4]

Core Insights - Viridien has launched a multi-client seismic reimaging program over Angola's offshore block 22 to support the upcoming licensing round, covering an area of 4,300 sq km [1] - The new data set aims to provide insights into underexplored structures along the Atlantic Hinge zone, similar to the proven Cameia and Golfinho fields, with fast-track results expected in Q1 2026 and final products in Q3/Q4 2026 [1][2] - The reimaging will utilize advanced proprietary technologies, enhancing the existing 2,900 sq km data from nearby block 20/11, resulting in over 7,200 sq km of broadband PSDM data for regional play evaluation in the Kwanza Basin [2][3] Company Overview - Viridien is a technology-driven company focused on Earth data, aiming to provide innovative solutions for natural resources and energy transition challenges [4] - The company employs approximately 3,200 people globally and is listed on Euronext Paris SA under the ticker VIRI [4]

Financial Performance - Total operating expenses for the three months ended September 30, 2025, were $15,809,125, compared to $2,301,172 for the same period in 2024 [157]. - The company has incurred losses and generated negative cash flows from operations since inception, with cash totaling $10.1 million as of September 30, 2025 [161]. - For the nine months ended September 30, 2025, net cash used in operations was $12.0 million, consisting of a net loss of $30.5 million [168]. - The company experienced a decrease in cash of $4.7 million for the nine months ended September 30, 2025, compared to a decrease of $1.3 million for the same period in 2024 [167]. Research and Development - Research and development expenses increased by $14.0 million and $18.3 million for the three and nine months ended September 30, 2025, respectively, compared to prior periods [158]. - The HALT-CINP-203 clinical trial is assessing Halneuron® in approximately 200 patients with moderate to severe neuropathic pain, with top-line data expected in the second half of 2026 [148]. - The company licensed the rights to the IV formulation of SP16 for the treatment of chemotherapy-induced peripheral neuropathy, with initial Phase 1 evaluation expected to start in the first half of 2026 [149]. - Halneuron® has been granted FDA fast-track review designation as a treatment for chemotherapy-induced neuropathic pain (CINP) [147]. Financing Activities - The company entered into a Loan Agreement for a total principal amount of $19.5 million, with $16.5 million disbursed on October 7, 2024 [150]. - A registered direct offering on March 12, 2025, resulted in gross proceeds of approximately $4.78 million from the sale of 578,950 shares at $8.26 per share [152]. - The company raised approximately $4.78 million through a registered direct offering of 578,950 shares of Common Stock on March 14, 2025 [163]. - Net cash provided by financing activities for the nine months ended September 30, 2025 was $7.3 million, attributed to loan proceeds and gross proceeds from the registered direct offering [170]. Equity and Debt Management - The company issued 191,017 shares of common stock and 89.5939 shares of Series A-2 Preferred Stock as part of a licensing agreement with Serpin Pharma [154]. - The company received $3 million in loan proceeds on February 18, 2025, with no debt outstanding as of September 30, 2025 due to a Debt Exchange and Cancellation Transaction [164]. - The company reclassified approximately $5.5 million from temporary equity to permanent equity due to waivers by holders of Series A Preferred Stock [174]. Going Concern - The company has substantial doubt regarding its ability to continue as a going concern within 12 months from the issuance of the Quarterly Report [166]. - The company will need to secure additional financing to fund ongoing clinical trials and operations beyond the first quarter of 2026 [166]. - There were no off-balance sheet arrangements as of September 30, 2025 [173]. Administrative Expenses - General and administrative expenses increased by $1.2 million for the nine months ended September 30, 2025, compared to the prior year period [160].

Clinical Trials - Enrollment of 100 patients in the ongoing Halneuron® Phase 2b trial, with 80 patients completing treatment; interim analysis expected in Q4 2025[1][2] - Halneuron® has received fast track designation from the FDA for the treatment of chemotherapy-induced neuropathic pain (CINP)[7] - SP16 IV Phase 1b trial is fully funded by the National Cancer Institute and will commence after FDA consultation[8] Financial Performance - Research and development expenses for Q3 2025 were $14.5 million, a significant increase from $0.5 million in Q3 2024, primarily due to $12.0 million in acquired in-process R&D expenses for SP16[3] - General and administrative expenses decreased to $1.3 million in Q3 2025 from $1.8 million in Q3 2024, mainly due to reduced legal and accounting fees[4] - Net loss attributable to common stockholders for Q3 2025 was $15.7 million, or $8.20 per share, compared to a net loss of $2.3 million, or $2.05 per share, in Q3 2024[5] Cash and Assets - Cash on hand as of September 30, 2025, was $10.1 million, providing operational runway through Q1 2026[5] - Total assets as of September 30, 2025, were $91.99 million, down from $94.31 million at the end of 2024[16] - Total liabilities decreased to $14.61 million as of September 30, 2025, from $30.03 million at the end of 2024[16] Licensing and Partnerships - The company secured an exclusive worldwide, royalty-free license to develop and commercialize SP16 for cancer-related pain in an all-stock transaction[1]

Core Insights - Viridien reported a strong performance in Q3 2025, achieving a Net Cash Flow of $62 million and reaffirming its full-year target of $100 million [2][7][22] Financial Performance - Revenue for Q3 2025 reached $313 million, a 27% increase from $246 million in Q3 2024, while year-to-date revenue for 9M 2025 was $888 million, up 14% from $778 million in 9M 2024 [2][32] - Adjusted EBITDAs for Q3 2025 were $167 million, reflecting a 70% increase year-on-year, with a margin of 53% compared to 40% in Q3 2024 [2][32] - IFRS Net Income for Q3 2025 was $41 million, a significant recovery from a loss of $10 million in Q3 2024 [13][32] Segment Performance - The Data, Digital and Energy Transition (DDE) segment generated revenue of $244 million in Q3 2025, a 31% increase year-on-year, driven by strong Earth Data late sales [4][32] - The Geoscience segment reported revenue of $108 million, up 5% year-on-year, while the Earth Data segment saw a substantial 63% increase in revenue to $136 million [8][32] - The Sensing and Monitoring (SMO) segment achieved revenue of $69 million, a 16% increase year-on-year, with profitability improving due to a streamlined cost structure [10][32] Cash Flow and Debt Management - The company generated a Net Cash Flow of $53 million in Q3 2025, bringing the cumulative total to $62 million by the end of September [15][17] - Viridien actively managed its liabilities, executing partial bond redemptions totaling $48 million in early October, which is expected to save approximately $4.5 million in annual interest [17][27] Outlook - Despite volatile oil prices, exploration and seismic activities are expected to remain resilient, supported by positive fundamentals in the E&P sector [20][21] - Viridien is confident in its ability to sustain strong cash generation and advance its deleveraging objectives, aiming for a Net Cash Flow target of $100 million in 2025 [22][28]

Core Viewpoint - Viridien is set to announce its third quarter 2025 financial results on October 30, 2025, after market close, indicating a significant upcoming event for stakeholders [1]. Company Overview - Viridien is an advanced technology, digital, and Earth data company focused on sustainable solutions for complex challenges in natural resources, digital, energy transition, and infrastructure [3]. - The company employs approximately 3,200 people globally and is listed on Euronext Paris SA under the ticker VIRI [3]. Conference Call Details - Participants must register for the conference call to receive a dial-in number and PIN code, with options to join via live webcast [2]. - A replay of the conference call will be available for 12 months on the company's website [2]. - The press release and presentation will be accessible on the company's website at 5:45 PM (CET) on the announcement day, followed by an English-language conference call at 6:00 PM (CET) [5].

Core Insights - Viridien and TGS have launched the Megabar Extension Phase I survey in the Barreirinhas Basin, covering 5,300 sq km, aimed at enhancing geological understanding and exploration potential in the region [1][4] - The Barreirinhas Basin is noted for its proven petroleum systems and recent licensing activities by international oil companies (IOCs), indicating a growing interest in the area [2][5] - The survey will utilize TGS's advanced GeoStreamer technology aboard the Ramform Tethys vessel, with data acquisition set to begin in early September and conclude by late November [3] Company Insights - Viridien is a technology and Earth data company focused on providing innovative solutions for natural resource challenges, employing around 3,200 people globally and listed on Euronext Paris [6] - TGS is committed to delivering high-quality data for exploration in Brazil's equatorial margin basins, leveraging its expertise to support the energy industry [5] Industry Insights - The Megabar Extension Phase I survey is positioned in a promising area with no existing 3D data, which could lead to new exploration opportunities and improved prospect evaluation [3][4] - The project is expected to generate significant interest and value for clients, providing them with an early-mover advantage in the underexplored Barreirinhas Basin [5]

Core Insights - Sinopec has deployed a complete land nodal acquisition system featuring 65,000 WiNG nodes for a 3D seismic survey in Mexico, covering approximately 3,000 square kilometers in the Tabasco and Veracruz regions [2][5] Group 1: Project Overview - The project involves challenging terrains such as plains, flooded areas, swamps, and hills, and has moved into the production phase with operations running smoothly [3] - The WiNG system is designed for complex environments and combines scalable architecture with advanced wireless communication technology to deliver high-density, high-resolution seismic data [4] Group 2: Technology and Performance - The Sercel WiNG system's performance, efficiency, and reliability are crucial for optimal data quality and subsurface imaging, even in difficult field conditions [3][4] - The Pathfinder transmission management technology allows field crews to monitor the entire acquisition spread in real time, ensuring thorough quality control throughout the operation [4] Group 3: Strategic Importance - This project marks a significant milestone in the partnership between Viridien and Sinopec, highlighting the strength of Viridien's technology and on-site support [5] - The successful deployment solidifies Sercel's presence in Latin America and indicates the growing global adoption of nodal acquisition systems for large-scale seismic exploration surveys [5]

Core Insights - Viridien's Sensing & Monitoring division has successfully delivered a complete land nodal acquisition system to Sinopec, featuring 65,000 WiNG nodes for a 3D seismic survey in Mexico covering approximately 3,000 square kilometers [1][4] - The project involves challenging terrains such as plains, flooded areas, swamps, and hills, and has moved into the production phase with operations running smoothly [2] - The Sercel WiNG system is designed for complex environments and utilizes advanced wireless communication technology to provide high-density, high-resolution seismic data [3] Company and Industry Summary - The deployment of the WiNG system is a significant milestone in the partnership between Viridien and Sinopec, highlighting the strength of Viridien's technology and support [4] - The project reinforces Sercel's presence in Latin America and indicates a growing global adoption of nodal acquisition systems for large-scale seismic exploration [4] - Viridien is positioned as an advanced technology and Earth data company, employing around 3,400 people globally and listed on Euronext Paris [5]

[PART I — FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements and related notes for Dogwood Therapeutics, Inc [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements and notes, covering balance sheets, operations, equity, and cash flows [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position at specific dates, detailing assets, liabilities, and equity Total Assets | Date | Amount ($) | | :--- | :--- | | June 30, 2025 | 96,692,527 | | December 31, 2024 | 94,308,246 | Total Liabilities | Date | Amount ($) | | :--- | :--- | | June 30, 2025 | 14,151,904 | | December 31, 2024 | 30,027,223 | Total Stockholders' Equity (Deficit) | Date | Amount ($) | | :--- | :--- | | June 30, 2025 | 6,878,599 | | December 31, 2024 | (10,124,339) | Cash and Cash Equivalents | Date | Amount ($) | | :--- | :--- | | June 30, 2025 | 13,402,809 | | December 31, 2024 | 14,847,949 | Goodwill | Date | Amount ($) | | :--- | :--- | | June 30, 2025 | 12,458,383 | | December 31, 2024 | 11,812,476 | In-process research and development assets | Date | Amount ($) | | :--- | :--- | | June 30, 2025 | 69,303,582 | | December 31, 2024 | 65,710,527 | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) This section details the company's financial performance over specific periods, including net loss, expenses, and earnings per share Net Loss | Period | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :--- | :--- | :--- | :--- | :--- | | Net Loss ($) | (3,807,353) | (1,049,833) | (14,732,305) | (2,341,168) | Research and Development Expenses | Period | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :--- | :--- | :--- | :--- | :--- | | R&D Expenses ($) | 2,569,943 | 336,084 | 5,006,941 | 679,801 | General and Administrative Expenses | Period | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :--- | :--- | :--- | :--- | :--- | | G&A Expenses ($) | 1,353,172 | 733,740 | 3,346,100 | 1,704,124 | Earnings Per Share (EPS) | Period | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :--- | :--- | :--- | :--- | :--- | | EPS ($) | (1.99) | (1.15) | (9.51) | (2.78) | - Loss on debt conversion with related party for the six months ended June 30, 2025: **$6,134,120**[12](index=12&type=chunk) [Condensed Consolidated Statements of Changes in Series A Non-Voting Convertible Preferred Stock and Stockholders' Equity (Deficit)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Series%20A%20Non-Voting%20Convertible%20Preferred%20Stock%20and%20Stockholders'%20Equity%20(Deficit)) This section outlines changes in preferred stock and stockholders' equity, reflecting financing activities and accumulated deficit - Total Stockholders' Equity (Deficit) at June 30, 2025: **$6,878,599**[14](index=14&type=chunk) - Total Stockholders' Equity (Deficit) at December 31, 2024: **$(10,124,339)**[14](index=14&type=chunk) - Conversion of loan payable plus interest into Series A-1 Non-Voting Convertible Preferred Stock: **$24,994,461**[14](index=14&type=chunk) - Proceeds from registered direct offering of common stock, net of offering costs: **$4,252,793**[14](index=14&type=chunk) - Accrual of paid-in-kind dividends on Series A Non-Voting Convertible Preferred Stock: **$(1,256,662)**[14](index=14&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section reports cash inflows and outflows from operating, investing, and financing activities over specific periods Summary of Cash Flows | Period | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities ($) | (8,708,672) | (1,749,160) | | Net Cash Provided by Financing Activities ($) | 7,252,245 | 1,452,397 | | Net Decrease in Cash ($) | (1,456,427) | (296,763) | Cash, End of Period | Period | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Cash, End of Period ($) | 13,402,809 | 3,020,183 | - Non-cash financing activity: Conversion of debt with related party into Series A-1 Non-Voting Convertible Preferred Stock: **$19,500,000**[15](index=15&type=chunk) - Non-cash financing activity: Accrual of paid-in-kind dividends on Series A Non-Voting Convertible Preferred Stock: **$1,256,662**[15](index=15&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements [1 Organization and Nature of Business](index=7&type=section&id=1%20Organization%20and%20Nature%20of%20Business) This note describes the company's corporate identity, business focus, development pipeline, and going concern considerations - Company changed name from Virios Therapeutics, Inc. to Dogwood Therapeutics, Inc. on October 9, 2024, following the acquisition of Pharmagesic (Holdings) Inc. on October 7, 2024[17](index=17&type=chunk) - The Company is a pre-revenue, development-stage biopharmaceutical company focused on developing new medicines for pain and fatigue-related disorders[18](index=18&type=chunk) - Research pipeline focuses on Nav 1.7 modulation for chronic/acute pain (lead candidate: **Halneuron®**) and combination antiviral therapies for reactivated herpes virus mediated illnesses (IMC-1, IMC-2)[18](index=18&type=chunk) - **Halneuron® Phase 2b CINP study (\"HALT-CINP-203\")** commenced in Q1 2025[18](index=18&type=chunk) - The Company has incurred significant losses and negative cash flows from operating activities since inception, with an accumulated deficit of **$88,551,251** as of June 30, 2025[19](index=19&type=chunk) - Substantial doubt exists about the Company's ability to operate as a going concern beyond **Q1 2026** without additional financing[23](index=23&type=chunk) - On March 12, 2025, a **$19.5 million** loan from Conjoint Inc. (plus accrued interest) was converted into **284.2638 shares of Series A-1 Non-Voting Convertible Preferred Stock**[20](index=20&type=chunk)[21](index=21&type=chunk) - On March 14, 2025, the Company closed a registered direct offering, generating approximately **$4.25 million** in net proceeds[22](index=22&type=chunk) [2 Summary of Significant Accounting Policies](index=8&type=section&id=2%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and methods used in preparing the interim financial statements - Interim financial statements are unaudited and prepared in accordance with SEC rules for interim financial information, not including all U.S. GAAP disclosures for complete financial statements[24](index=24&type=chunk) - The Company operates in one reportable segment: development of clinical and preclinical product candidates for pain and fatigue illness[28](index=28&type=chunk) - On October 9, 2024, the Company effected a **25-for-1 reverse stock split**, retroactively adjusted for all periods presented[26](index=26&type=chunk) - The Company is an emerging growth company and has elected to use the extended transition period for complying with new or revised accounting standards until **December 31, 2025**[52](index=52&type=chunk)[153](index=153&type=chunk) - Recent Accounting Pronouncements: FASB issued ASU 2023-09 (Improvements to Income Tax Disclosures), ASU 2024-03 (Expense Disaggregation Disclosures), and ASU 2025-03 (Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity), all of which the Company is currently evaluating for impact[53](index=53&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk) [3 Business Combination](index=14&type=section&id=3%20Business%20Combination) This note details the acquisition of Pharmagesic (Holdings) Inc. and its impact on the company's financial position - On October 7, 2024, the Company acquired **100% of Pharmagesic (Holdings) Inc.** from Sealbond Limited, accounted for under the acquisition method[58](index=58&type=chunk)[62](index=62&type=chunk) - Total consideration paid for the acquisition was approximately **$71.3 million**, consisting of common stock (**$893,093**) and Series A Preferred Stock (**$70,372,634**)[63](index=63&type=chunk) Acquired Assets and Assumed Liabilities | Asset/Liability | Amount ($) | | :--- | :--- | | Cash | 3,762,000 | | Prepaid expenses and other current assets | 380,000 | | Property and equipment | 19,000 | | In-process research and development assets | 69,500,000 | | Goodwill | 12,493,727 | | Right-of-use asset - operating leases | 230,000 | | Accounts payable | 904,000 | | Accrued expenses and other current liabilities | 2,017,000 | | Deferred tax liability | 11,968,000 | | Operating lease liabilities | 230,000 | | Net assets acquired | 71,265,727 | Acquired Intangible Assets and Goodwill | Asset | Combination Date Fair Value ($) | Carrying Value as of June 30, 2025 ($) | | :--- | :--- | :--- | | Halneuron® for Cancer Related Pain | 59,900,000 | 59,730,713 | | Halneuron® for Chemotherapy Induced Neuropathic Pain | 9,600,000 | 9,572,869 | | Total in-process research and development (IPR&D) | 69,500,000 | 69,303,582 | | Goodwill | 12,493,727 | 12,458,383 | [4 Prepaid Expenses and Other Current Assets](index=17&type=section&id=4%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) This note provides a breakdown of prepaid expenses and other current assets, including clinical research costs and insurance - Prepaid expenses and other current assets decreased from **$1,696,513** at December 31, 2024, to **$1,301,485** at June 30, 2025[68](index=68&type=chunk) - Significant components at June 30, 2025, include Prepaid clinical research costs (**$795,724**) and Prepaid insurance (**$347,811**)[68](index=68&type=chunk) [5 Property and Equipment](index=17&type=section&id=5%20Property%20and%20Equipment) This note details the company's property and equipment, including changes in net book value over the period - Net property and equipment decreased slightly from **$16,811** at December 31, 2024, to **$16,179** at June 30, 2025[69](index=69&type=chunk) [6 License Agreement](index=17&type=section&id=6%20License%20Agreement) This note describes the company's long-term know-how license agreement with the University of Alabama - The Company has a Know-How License Agreement with the University of Alabama (UA) since **2012**, which granted UA a **10%** non-voting (later voting) membership interest, converted to Common Stock upon Corporate Conversion[70](index=70&type=chunk) - The agreement is in effect for **25 years** and will terminate on **June 1, 2037**[70](index=70&type=chunk) [7 Accrued Expenses](index=17&type=section&id=7%20Accrued%20Expenses) This note provides a breakdown of accrued expenses, including compensation, clinical research costs, and interest - Accrued expenses decreased from **$1,894,835** at December 31, 2024, to **$1,332,574** at June 30, 2025[71](index=71&type=chunk) - Major components at June 30, 2025, include Accrued compensation (**$496,448**), Accrued clinical research costs (**$446,942**), and Accrued interest on preferred members' interests and related party loan (**$188,085**)[71](index=71&type=chunk) [8 Leases](index=18&type=section&id=8%20Leases) This note details the company's operating lease arrangements, including lease terms, expenses, and future commitments - The Company acquired an operating lease for an office in Vancouver, British Columbia, as part of the Pharmagesic Combination, expiring **August 31, 2028**[73](index=73&type=chunk) - Total lease expense for the six months ended June 30, 2025, was **$55,231**[74](index=74&type=chunk) - Future minimum annual commitments under operating leases total **$210,482**, with a present value of **$186,990**[74](index=74&type=chunk) - Weighted-average remaining lease term is **3.2 years**, with a weighted-average discount rate of **7.82%**[74](index=74&type=chunk) [9 Promissory Note with Related Party](index=18&type=section&id=9%20Promissory%20Note%20with%20Related%20Party) This note describes the loan agreement with Conjoint Inc., its conversion into preferred stock, and the resulting loss - On October 7, 2024, the Company entered into a Loan Agreement with Conjoint Inc. (an affiliate of CKLS) for **$19.5 million**, disbursed in two tranches (**$16.5M** on Oct 7, 2024, **$3.0M** on Feb 18, 2025)[75](index=75&type=chunk) - The loan bore interest at **SOFR + 2.00%** and was due **October 7, 2027**[77](index=77&type=chunk) - On March 12, 2025, the **$19,926,891** principal and accrued interest was converted into **284.2638 shares of Series A-1 Non-Voting Convertible Preferred Stock**[78](index=78&type=chunk) - A loss on debt extinguishment of **$6,134,120** was recognized due to the conversion[79](index=79&type=chunk) - As of December 31, 2024, the fair value of the related party note payable was approximately **$15.7 million**[80](index=80&type=chunk) [10 Stockholders' Equity](index=19&type=section&id=10%20Stockholders'%20Equity) This note details the company's capital structure, including preferred stock, common stock, and equity financing activities [Preferred Stock](index=19&type=section&id=Preferred%20Stock) This section outlines the authorization and issuance of the company's preferred stock - Board authorized to issue up to **2,000,000 shares** of preferred stock[81](index=81&type=chunk) - As of June 30, 2025, **1,997,446 shares** of preferred stock were authorized, with no shares issued and outstanding (excluding Series A and A-1)[82](index=82&type=chunk) [Series A Preferred Stock](index=19&type=section&id=Series%20A%20Preferred%20Stock) This section details the designation, issuance, rights, conversion terms, and redemption conditions of Series A Preferred Stock - **2,270 shares** designated as Series A Preferred Stock in October 2024[83](index=83&type=chunk) - As of June 30, 2025, **2,269.1494 shares** were issued and outstanding[84](index=84&type=chunk) - Series A Preferred Stock generally has no voting rights but requires majority holder approval for adverse changes to its rights or certain corporate actions[85](index=85&type=chunk) - Each share is convertible into **10,000 shares of Common Stock** upon stockholder approval of the Conversion Proposal, subject to beneficial ownership limitations[87](index=87&type=chunk) - Redeemable for cash at holder's option under certain conditions (e.g., futile Phase 2b study, delisting, failure to complete interim analysis by **Dec 31, 2025**, or **June 30, 2026**)[87](index=87&type=chunk) - Holders received a **5.0% PIK dividend**, with **55.345 shares** issued on April 7, 2025[88](index=88&type=chunk) [Form of Repurchase Agreement](index=20&type=section&id=Form%20of%20Repurchase%20Agreement) This section describes Sealbond's option to acquire intellectual property related to tetrodotoxin and Halneuron® - Sealbond has an option to acquire all of the Company's intellectual property, rights, and interests related to tetrodotoxin and **Halneuron®** for a cash settlement value, upon certain conditional events[89](index=89&type=chunk)[90](index=90&type=chunk) [Contingent Value Rights Agreement](index=21&type=section&id=Contingent%20Value%20Rights%20Agreement) This section explains the contingent value rights granted to common stockholders and their payment terms - Each Common Stock holder as of **October 17, 2024**, received one contractual contingent value right (CVR)[91](index=91&type=chunk) - CVR holders are entitled to **87.75%** of any Upfront Payment or Milestone Payment received by the Company quarterly, subject to deductions[92](index=92&type=chunk)[93](index=93&type=chunk) - CVRs are generally non-transferable and do not grant shareholder rights[94](index=94&type=chunk) - The fair value of CVRs was determined to be immaterial at issuance and as of June 30, 2025, due to no imminent transactions indicating value[95](index=95&type=chunk) [Series A-1 Preferred Stock](index=21&type=section&id=Series%20A-1%20Preferred%20Stock) This section details the designation, issuance, ranking, voting rights, and conversion terms of Series A-1 Preferred Stock - **284.2638 shares** designated as Series A-1 Preferred Stock in March 2025, all issued and outstanding as of June 30, 2025[96](index=96&type=chunk) - Ranks on parity with Common Stock for liquidation distributions[97](index=97&type=chunk) - Generally non-voting, but requires majority holder approval for adverse changes to its rights or certain corporate actions[98](index=98&type=chunk)[100](index=100&type=chunk) - Convertible into **10,000 shares of Common Stock** per share upon stockholder approval, subject to beneficial ownership limitations[101](index=101&type=chunk) [Common Stock](index=22&type=section&id=Common%20Stock) This section outlines the authorized shares and par value of the company's common stock - Authorized **43,000,000 shares** of Common Stock with a par value of **$0.0001 per share**[102](index=102&type=chunk) [Registered Direct Offering](index=22&type=section&id=Registered%20Direct%20Offering) This section details the issuance of common stock in a registered direct offering and the resulting net proceeds - On March 12, 2025, the Company issued **578,950 shares** of Common Stock at **$8.26 per share** in a registered direct offering[103](index=103&type=chunk) - Gross proceeds were approximately **$4.78 million**, with net proceeds of approximately **$4.25 million**[103](index=103&type=chunk) [11 Related Parties](index=22&type=section&id=11%20Related%20Parties) This note identifies transactions and relationships with related parties, including consulting services and loan agreements - The Company contracts Gendreau Consulting, LLC (managed by the CMO) for drug development and clinical trial activities[104](index=104&type=chunk) - Payments to Gendreau: **$52,000** (3 months ended June 30, 2025) and **$240,577** (6 months ended June 30, 2025)[104](index=104&type=chunk) - CMO's spouse serves as Chief Safety Officer for the HALT-CINP-203 clinical trial, and CMO's daughter assists with clinical site activities[104](index=104&type=chunk) - Conjoint Inc., an affiliate of CKLS, is a related party involved in the **$19.5 million** loan and subsequent debt conversion[104](index=104&type=chunk)[75](index=75&type=chunk) [12 Commitments and Contingencies](index=22&type=section&id=12%20Commitments%20and%20Contingencies) This note addresses potential claims and litigation, confirming no material pending or ongoing legal proceedings - The Company is subject to claims by third parties but currently has no pending or ongoing material litigation[105](index=105&type=chunk)[106](index=106&type=chunk)[160](index=160&type=chunk) [13 Share-based compensation](index=23&type=section&id=13%20Share-based%20compensation) This note details the company's equity incentive plan, stock options, and warrants, including related expenses [Equity Incentive Plan](index=23&type=section&id=Equity%20Incentive%20Plan) This section outlines the company's equity incentive plan, including shares reserved, options outstanding, and compensation expense - Stockholders approved an increase of **108,612 shares** to the 2020 Equity Incentive Plan, totaling **191,112 shares** reserved[107](index=107&type=chunk) - As of June 30, 2025, **182 shares** were available for future grants[107](index=107&type=chunk) - Options outstanding at June 30, 2025: **190,930 shares** with a weighted average exercise price of **$44.72** and a remaining contractual term of **8.68 years**[108](index=108&type=chunk) - Share-based compensation expense for stock options: **$65,027** (3 months ended June 30, 2025) and **$149,501** (6 months ended June 30, 2025)[110](index=110&type=chunk) - Unrecognized compensation expense for stock options at June 30, 2025, was **$433,190**[110](index=110&type=chunk) [Stock Options for Unregistered Securities](index=24&type=section&id=Stock%20Options%20for%20Unregistered%20Securities) This section details non-qualified stock options granted to a former president, including exercise price and vesting - **11,700 non-qualified stock options** granted to former President Richard Burch, exercisable at **$250.00 per share**, **100% vested** at grant date, with a remaining contractual term of **5.47 years**[111](index=111&type=chunk) - No unrecognized compensation expense for these options[111](index=111&type=chunk) [Underwriters Warrants](index=24&type=section&id=Underwriters%20Warrants) This section describes outstanding underwriters' warrants, including exercise price and remaining contractual term - Warrants outstanding at June 30, 2025: **7,755 shares** with a weighted average exercise price of **$279.77** and a remaining contractual term of **0.66 years**[114](index=114&type=chunk) - No warrant exercises for the six months ended June 30, 2025 and 2024[113](index=113&type=chunk) [14 Income Taxes](index=24&type=section&id=14%20Income%20Taxes) This note provides information on foreign losses, deferred tax expense, net operating loss carryforwards, and tax legislation impact - Foreign loss before taxes for the six months ended June 30, 2025, was **$1,165,970**, compared to **$0** in the prior year, due to acquired Canadian operations[115](index=115&type=chunk) - Deferred tax expense for the six months ended June 30, 2025, was **$190,691** (foreign component)[117](index=117&type=chunk) - As of December 31, 2024, the Company had U.S. federal NOL carryforwards of approximately **$36.7 million** (indefinite carryforward), state NOLs of **$45.8 million** (expiring 2037), Canadian non-capital loss carryforwards of **$25.3 million** (expiring 2025), and Hong Kong tax losses of **$58.1 million** (no expiry)[117](index=117&type=chunk) - The recently enacted One Big Beautiful Bill Act (OBBBA) is not expected to have a material impact on the Company's consolidated financial statements due to substantial NOLs and a full valuation allowance for domestic deferred tax assets[118](index=118&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, operational results, and future outlook [CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS](index=26&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section highlights that the report contains forward-looking statements subject to substantial risks and uncertainties - This report contains forward-looking statements subject to substantial risks and uncertainties, including those detailed in the **2024 Annual Report on Form 10-K**[120](index=120&type=chunk)[121](index=121&type=chunk) - Forward-looking statements cover business strategies, regulatory approval, clinical trial timing and costs, reliance on third parties, competitive position, market size, intellectual property, financial condition, liquidity, and growth strategies[122](index=122&type=chunk)[123](index=123&type=chunk) [Overview](index=27&type=section&id=Overview) This section provides a high-level summary of the company's business, product pipeline, and strategic focus areas - Dogwood Therapeutics is a pre-revenue, development-stage biopharmaceutical company focused on pain and fatigue-related disorders[124](index=124&type=chunk) - Pipeline includes Nav 1.7 modulation (**Halneuron®** for pain) and combination antiviral therapies (IMC-1, IMC-2 for herpes virus mediated illnesses like fibromyalgia and Long-COVID)[124](index=124&type=chunk) [Nav 1.7 Non-Opioid Analgesic Program](index=27&type=section&id=Nav%201.7%20Non-Opioid%20Analgesic%20Program) This section details the development of Halneuron® for chemotherapy-induced neuropathic pain, including clinical trial status - Lead product candidate, **Halneuron®**, is in **Phase 2b clinical development (HALT-CINP-203)** for chemotherapy-induced neuropathic pain (CINP)[125](index=125&type=chunk) - Dosing of patients in HALT-CINP-203 commenced in **Q1 2025**, targeting approximately **200 patients**[126](index=126&type=chunk) - Interim analysis of HALT-CINP-203 data (**40-50% patient enrollment**) is expected in **Q4 2025**, with top-line data in **H2 2026**[126](index=126&type=chunk) [Antiviral Program](index=27&type=section&id=Antiviral%20Program) This section describes the company's antiviral therapies, IMC-1 and IMC-2, targeting fibromyalgia and Long-COVID fatigue - **Halneuron®** became the primary focus after the October 2024 Combination[127](index=127&type=chunk) - IMC-1 (famciclovir + celecoxib) targets fibromyalgia, and IMC-2 (valacyclovir + celecoxib) targets Long-COVID fatigue[127](index=127&type=chunk) - FDA agreement on fatigue reduction as an approvable endpoint for Long-COVID candidates like IMC-2[130](index=130&type=chunk) - NIH budget cuts for COVID/Long-COVID research create uncertainty for IMC-2 funding and partnerships[130](index=130&type=chunk) - Finding a Phase 3 program partner for IMC-1 (fibromyalgia) remains a top business development priority[130](index=130&type=chunk) [Exchange and Cancellation Agreement](index=28&type=section&id=Exchange%20and%20Cancellation%20Agreement) This section explains the conversion of a $19.5 million loan from Conjoint Inc. into Series A-1 Preferred Stock - On March 12, 2025, a **$19.5 million** loan from Conjoint Inc. (plus accrued interest of **$426,891**) was converted into **284.2638 shares of Series A-1 Non-Voting Convertible Preferred Stock**[131](index=131&type=chunk)[132](index=132&type=chunk)[15](index=15&type=chunk) - Each Series A-1 Preferred Stock share is convertible into **10,000 shares of Common Stock** upon stockholder approval[132](index=132&type=chunk) [Registered Direct Offering](index=28&type=section&id=Registered%20Direct%20Offering) This section details the March 2025 registered direct offering, including shares issued and net proceeds generated - On March 14, 2025, the Company closed a registered direct offering of **578,950 shares** of Common Stock at **$8.26 per share**[133](index=133&type=chunk) - Gross proceeds: approximately **$4.78 million**; Net proceeds: approximately **$4.25 million**[133](index=133&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, focusing on changes in research and development and general and administrative expenses [Research and Development Expenses](index=29&type=section&id=Research%20and%20Development%20Expenses) This section details the significant increase in R&D expenses, primarily due to the Pharmagesic acquisition and clinical trial costs - R&D expenses increased by **$2.2 million** for the three months ended June 30, 2025 (from **$336,084** to **$2,569,943**), and by **$4.3 million** for the six months ended June 30, 2025 (from **$679,801** to **$5,006,941**), compared to prior periods[135](index=135&type=chunk)[136](index=136&type=chunk) - Increases primarily due to the Pharmagesic Combination, HALT-CINP-203 clinical trial costs (**$1.6M** for 3 months, **$3.4M** for 6 months), drug development/manufacturing, and personnel costs[136](index=136&type=chunk) [General and Administrative Expenses](index=29&type=section&id=General%20and%20Administrative%20Expenses) This section explains the increase in G&A expenses, driven by legal, professional fees, salaries, and public company costs - G&A expenses increased by **$0.6 million** for the three months ended June 30, 2025 (from **$733,740** to **$1,353,172**), and by **$1.6 million** for the six months ended June 30, 2025 (from **$1,704,124** to **$3,346,100**), compared to prior periods[135](index=135&type=chunk)[137](index=137&type=chunk) - Increases primarily due to legal and professional fees (**$0.2M** for 3 months, **$0.8M** for 6 months related to Combination), salaries, public company expenses, and franchise tax fees[137](index=137&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's ability to meet short-term and long-term obligations, including cash position and financing needs - As of June 30, 2025, cash totaled **$13.4 million**[138](index=138&type=chunk) - Anticipated cash on hand will fund operations through **Q1 2026**[143](index=143&type=chunk) - Additional financing (equity, debt, collaborations) is required beyond **Q1 2026**, raising substantial doubt about the Company's ability to continue as a going concern[143](index=143&type=chunk) - Global economic volatility, including conflicts and sanctions, may hinder timely and favorable financing[139](index=139&type=chunk)[140](index=140&type=chunk) [Equity Financings](index=30&type=section&id=Equity%20Financings) This section summarizes recent equity offerings and the net proceeds generated to support company operations - March 14, 2025: Closed registered direct offering, raising **$4.25 million** net proceeds[141](index=141&type=chunk) - May 22, 2024: Closed public offering, raising **$1.4 million** net proceeds[141](index=141&type=chunk) [Debt Financings](index=30&type=section&id=Debt%20Financings) This section details debt-related activities, including loan proceeds and the conversion of debt into preferred stock - February 18, 2025: Received **$3.0 million** loan proceeds from Conjoint Inc.[142](index=142&type=chunk) - No debt outstanding at June 30, 2025, due to the Debt Exchange and Cancellation Transaction[142](index=142&type=chunk) - Debt with related party, net of issuance costs, was **$15,381,077** at December 31, 2024[142](index=142&type=chunk) [Future Capital Requirements](index=30&type=section&id=Future%20Capital%20Requirements) This section outlines the company's projected funding needs and the substantial doubt about its going concern ability - Current cash (**$13.4M**) expected to fund operations through **Q1 2026**[143](index=143&type=chunk) - Requires additional financing beyond **Q1 2026** for ongoing clinical trials and operations[143](index=143&type=chunk) - Failure to secure financing could materially affect strategy, value, and delay product development[143](index=143&type=chunk) [Summary of Cash Flows](index=30&type=section&id=Summary%20of%20Cash%20Flows) This section provides a high-level overview of cash flows from operating and financing activities | Activity | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Operating activities | (8,708,672) | (1,749,160) | | Financing activities | 7,252,245 | 1,452,397 | | Decrease in cash | (1,456,427) | (296,763) | [Cash Flows for the Six Months Ended June 30, 2025 and 2024](index=31&type=section&id=Cash%20Flows%20for%20the%20Six%20Months%20Ended%20June%2030,%202025%20and%202024) This section provides a detailed analysis of cash flows from operating and financing activities for the specified periods - Operating Activities (6 months ended June 30, 2025): Net cash used was **$8.7 million**, driven by a **$14.7 million** net loss, partially offset by non-cash items (**$6.5 million**, including **$6.1 million** loss on debt conversion) and changes in operating assets/liabilities[145](index=145&type=chunk) - Operating Activities (6 months ended June 30, 2024): Net cash used was **$1.7 million**, primarily due to a **$2.3 million** net loss, partially offset by changes in operating assets/liabilities and share-based compensation[146](index=146&type=chunk) - Financing Activities (6 months ended June 30, 2025): Net cash provided was **$7.3 million**, from **$3.0 million** loan proceeds and **$4.8 million** gross proceeds from the March 2025 offering[147](index=147&type=chunk) - Financing Activities (6 months ended June 30, 2024): Net cash provided was **$1.4 million**, from public offering proceeds[148](index=148&type=chunk) [Off-Balance Sheet Arrangements](index=31&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of any off-balance sheet arrangements as of the reporting date - As of June 30, 2025, the Company had no off-balance sheet arrangements[149](index=149&type=chunk) [Discussion of Critical Accounting Policies and Significant Judgements and Estimates](index=31&type=section&id=Discussion%20of%20Critical%20Accounting%20Policies%20and%20Significant%20Judgements%20and%20Estimates) This section confirms no significant changes to critical accounting policies from the prior annual report - No significant changes to critical accounting policies from those described in the **2024 Annual Report on Form 10-K** during the six months ended June 30, 2025[150](index=150&type=chunk) [JOBS Act](index=31&type=section&id=JOBS%20Act) This section explains the company's status as an emerging growth company and its elected exemptions under the JOBS Act - The Company is an \"emerging growth company\" under the JOBS Act and has elected to use the extended transition period for new accounting standards[151](index=151&type=chunk) - Exemptions include not requiring an auditor's attestation report on internal controls, reduced compensation disclosure, and exemption from mandatory audit firm rotation[152](index=152&type=chunk) - These exemptions apply until **December 31, 2025**, or until the Company no longer meets emerging growth company requirements[153](index=153&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This item is not required for smaller reporting companies, and thus no disclosures are provided - This item is not required for smaller reporting companies[154](index=154&type=chunk) [Item 4. Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=32&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management, including CEO and CFO, evaluated and concluded on the effectiveness of disclosure controls and procedures - Management, with CEO and CFO participation, evaluated disclosure controls and procedures as of **June 30, 2025**[155](index=155&type=chunk) - Conclusion: Disclosure controls and procedures were effective in ensuring timely and accurate reporting of required information[156](index=156&type=chunk) [Changes in Internal Control Over Financial Reporting](index=32&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section confirms that no material changes occurred in internal control over financial reporting during the quarter - No material changes in internal control over financial reporting occurred during the quarter ended **June 30, 2025**[157](index=157&type=chunk) [PART II — OTHER INFORMATION](index=33&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This section provides additional information not covered in the financial statements, including legal, risk, and exhibit details [Item 1. Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to claims in the ordinary course of business but currently has no pending or ongoing material litigation - No pending or ongoing material litigation as of the report date[160](index=160&type=chunk) [Item 1A. Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) This section confirms no material changes to the risk factors previously disclosed in the company's 2024 Annual Report - No material changes from risk factors previously disclosed in the **2024 Annual Report on Form 10-K**[161](index=161&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports no unregistered sales of equity securities or use of proceeds for the period - None to report[162](index=162&type=chunk) [Item 3. Defaults Upon Senior Securities](index=33&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section reports no defaults upon senior securities for the period - None to report[163](index=163&type=chunk) [Item 4. Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[164](index=164&type=chunk) [Item 5. Other Information](index=33&type=section&id=Item%205.%20Other%20Information) This section provides other relevant information, including details on Rule 10b5-1 trading arrangements [Rule 10b5-1 Trading Arrangements](index=33&type=section&id=Rule%2010b5-1%20Trading%20Arrangements) This section confirms no directors or officers adopted or terminated Rule 10b5-1 trading arrangements - No director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the six months ended **June 30, 2025**[165](index=165&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Quarterly Report, including certificates, plans, and certifications [Exhibit Index](index=34&type=section&id=Exhibit%20Index) This section provides an index of all exhibits, including legal documents, equity plans, and regulatory certifications - Includes Certificate of Designation of Series A-1 Non-Voting Convertible Preferred Stock (**March 12, 2025**)[169](index=169&type=chunk) - Includes Certificate of Validation for Series A Preferred Stock (**May 8, 2025**)[169](index=169&type=chunk) - Lists Dogwood Therapeutics, Inc. Amended and Restated 2020 Equity Incentive Plan, as amended[169](index=169&type=chunk) - Contains CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[169](index=169&type=chunk) - Includes XBRL Instance Document and Taxonomy Extension Documents[169](index=169&type=chunk) [Signatures](index=35&type=section&id=Signatures) This section confirms the official signing of the report by the Chief Financial Officer and Chief Executive Officer - Report signed on **August 13, 2025**[172](index=172&type=chunk) - Signed by Angela Walsh, Chief Financial Officer, Corporate Secretary and Treasurer[172](index=172&type=chunk) - Signed by Greg Duncan, Chairman of the Board of Directors and Chief Executive Officer[174](index=174&type=chunk)