Sec Form 3 Filing - Sealbond Ltd @ Dogwood Therapeutics, Inc. - 2024-10-07

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Sealbond Ltd
2. Issuer Name and Ticker or Trading Symbol
Dogwood Therapeutics, Inc. [ DWTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2 DAI FU STREET,, TAI PO INDUSTRIAL ESTATE
3. Date of Earliest Transaction (MM/DD/YY)
10/07/2024
(Street)
NEW TERRITORIES, K3
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 211,383 D ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 21,083,854 D ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sealbond Ltd
2 DAI FU STREET,
TAI PO INDUSTRIAL ESTATE
NEW TERRITORIES, K3
X
CK Life Sciences Intl (Holdings) Inc
2 DAI FU STREET,
TAI PO INDUSTRIAL ESTATE
NEW TERRITORIES, K3
X
Signatures
/s/ Yu Ying Choi Alan Abel, Director of CK Life Sciences Int'l., (Holdings) Inc. 10/17/2024
Signature of Reporting Person Date
/s/ Wong Wun Lam, Director of Sealbond Limited 10/17/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Sealbond Limited, a British Virgin Islands limited company ("Sealbond"), is a wholly-owned subsidiary of Kamfull Limited, a British Virgin Islands limited company ("Kamfull"). Kamfull is a wholly owned subsidiary of Biotech Strategic Holdings Ltd, a British Virgin Islands limited company ("Biotech Strategic). Biotech Strategic is a wholly owned subsidiary of CK Life Sciences Int'l., (Holdings) Inc., a company incorporated in the Cayman Islands with limited liability ("CKLS"). CKLS disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its pecuniary interest in such securities, and nothing contained in this report shall be deemed an omission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.
( 2 )Following stockholder approval of the conversion of the Issuer's Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), into shares of Common Stock, each share of the Series A 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 Preferred Stock have no expiration date. CKLS disclaims Section 16 beneficial ownership of the securities reported herein, except to the extent, if any, of its pecuniary interest in such securities, and nothing contained in this report shall be deemed an omission that CKLS is the beneficial owner of such securities for Section 16 or any other purpose.

Remarks:
Immediately following the effective time of the transaction contemplated by the Share Exchange Agreement by and between the Issuer and Sealbond Limited, Alan Yu, the Deputy Chairman of CKLS, and Melvin Toh, the Vice President and Chief Scientific Officer and Executive Director of CKLS, were appointed to the board of directors of the Issuer, and each of Messrs. Yu and Toh have been deputized to represent the Reporting Persons on the board of directors. By virtue of Messrs. Yu and Toh's representation, for purposes of Section 16 of the Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons may be deemed directors by deputization of the Issuer. Messrs. Yu and 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.

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