If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts reported as beneficially owned consist of 211,383 shares of common stock, $0.0001 par value ("Common Stock"), held directly by Sealbond Limited. The reported amounts exclude 21,083,854 shares of Common Stock issuable upon conversion of 2,108.3854 shares of Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), which conversion is subject to approval by the stockholders of Dogwood Therapeutics, Inc. (formerly known as Virios Therapeutics, Inc.) (the "Company") and a beneficial ownership limitation of 19.99% of the outstanding Common Stock. All ownership percentages are calculated based on 1,332,178 shares of Common Stock outstanding on March 12, 2025, as reported in the prospectus supplement filed by the Company pursuant to Rule 424(b)(5) on March 14, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts reported as beneficially owned consist of 211,383 shares of Common Stock, held directly by Sealbond Limited. The reported amounts exclude (i) 21,083,854 shares of Common Stock issuable upon conversion of 2,108.3854 shares of Series A Preferred Stock held directly by Sealbond Limited, which conversion is subject to approval by the stockholders of the Company and a beneficial ownership limitation of 19.99% of the outstanding Common Stock and (ii) 2,842,638 shares of Common Stock issuable upon conversion of 284.2638 shares of Series A-1 Non-Voting Convertible Preferred Stock, par value $0.0001 per share ("Series A-1 Preferred Stock"), held directly by Conjoint Inc., which conversion is subject to approval by the stockholders of the Company and a beneficial ownership limitation of 19.99% of the outstanding Common Stock. All ownership percentages are calculated based on 1,332,178 shares of Common Stock outstanding on March 12, 2025, as reported in the prospectus supplement filed by the Company pursuant to Rule 424(b)(5) on March 14, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts reported as beneficially owned exclude 2,842,638 shares of Common Stock issuable upon conversion of 284.2638 shares of Series A-1 Preferred Stock which conversion is subject to approval by the stockholders of the Company and a beneficial ownership limitation of 19.99% of the outstanding Common Stock. All ownership percentages are calculated based on 1,332,178 shares of Common Stock outstanding on March 12, 2025, as reported in the prospectus supplement filed by the Company pursuant to Rule 424(b)(5) on March 14, 2025.


SCHEDULE 13D


 
Sealbond Limited
 
Signature:/s/ Wong Wun Lam
Name/Title:Wong Wun Lam, Director
Date:03/17/2025
 
CK Life Sciences Int'l., (Holdings) Inc.
 
Signature:/s/ Yu Ying Choi Alan Abel
Name/Title:Yu Ying Choi Alan Abel, Director
Date:03/17/2025
 
Conjoint Inc.
 
Signature:/s/ Wong Wun Lam
Name/Title:Wong Wun Lam, Director
Date:03/17/2025