DWTX on Nasdaq

Dogwood Therapeutics, Inc.

American pharmaceutical preparations company based in Alpharetta1

In its 2026 annual report the company says: “We are a pre-revenue, development-stage biopharmaceutical company focused on developing new medicines to treat pain and neuropathy. Our pipeline is focused on treating chronic neuropathic pain and neuropathy. Our Halneuron® Na v 1.7 modulation program is intended to treat chronic and acute pain disorders.”3 Its shares trade on Nasdaq under the symbol DWTX.1

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Last updated Oct 21, 2026.

Overview

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  • TickerDWTX on Nasdaq1
  • IndustryPharmaceutical Preparations1
  • HeadquartersAlpharetta, Georgia1
  • Incorporated inDE2
  • Business address44 Milton Avenue, Alpharetta, Ga 300092
  • Filer categoryNon-accelerated filer, Smaller reporting company2

We are a pre-revenue, development-stage biopharmaceutical company focused on developing new medicines to treat pain and neuropathy. Following the closing of the Combination described below, we became the sole owner of Pharmagesic (Holdings) Inc. (“Pharmagesic”) and their wholly owned subsidiary, Wex Pharmaceuticals, Inc. (“Wex”), and Wex’s wholly owned subsidiaries, IWT Bio, Inc. (“IWT”), Wex Medical Corporation (“WMC”), and Wex Medical Limited (“WML”).3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Operating income45678-$28.0M in 2025+180% since 2020
-$30.0M-$20.0M-$10.0M02020: -$10.0M-$10.0M20202021: -$15.6M-$15.6M2021+56%2022: -$12.3M-$12.3M2022−21%2023: -$5.4M-$5.4M2023−56%2024: -$12.2M-$12.2M2024+124%2025: -$28.0M-$28.0M2025+129%
Net income45678-$34.3M in 2025+231% since 2020
-$40.0M-$30.0M-$20.0M-$10.0M02020: -$10.3M-$10.3M20202021: -$16.0M-$16.0M2021+54%2022: -$12.2M-$12.2M2022−23%2023: -$5.3M-$5.3M2023−57%2024: -$12.3M-$12.3M2024+133%2025: -$34.3M-$34.3M2025+177%

Every line of the income statement as filed: the last 2 fiscal years, latest first.8

Period ending2025-12-312024-12-31
Research and development$21.9M$3.5M
General and administrative expenses$6.1M$8.7M
Total operating expenses$28.0M$12.2M
Loss from operations-$28.0M-$12.2M
Loss on debt conversion with related party-$6.1M
Loss on fixed asset disposal-$2.7K
Interest income (expense), net$96.9K-$92.2K
Exchange loss, net-$27.9K-$30.8K
Total other expense-$6.1M-$123.0K
Loss before income taxes-$34.0M-$12.4M
Deferred income tax (expense) benefit-$221.1K$503
Net loss-$34.3M-$12.3M
Accrual of paid-in-kind dividends on Series A Non-Voting Convertible Preferred Stock-$1.3M-$514.1K
Net loss attributable to common stockholders-$35.5M-$12.9M
Net loss per common share, basic (in dollars per share)-$7.13-$12.52
Net loss per common share, diluted (in dollars per share)-$7.13-$12.52
Weighted average number of shares outstanding - basic (in shares)5.0M shares1.0M shares
Weighted average number of shares outstanding - diluted (in shares)5.0M shares1.0M shares
Foreign currency translation adjustment$3.3M-$3.9M
Comprehensive loss-$31.0M-$16.2M

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Corporate structure

Dogwood Therapeutics, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Dogwood Therapeutics, Inc.

  • ARMISTICE CAPITAL, LLC Filed SCHEDULE 13G/A on Dogwood Therapeutics, Inc., latest Aug 14, 2026 (2 filings since May 15, 2026)
  • Sealbond Ltd Filed SCHEDULE 13D/A on Dogwood Therapeutics, Inc., latest Nov 25, 2025 (3 filings since Oct 15, 2024)
  • Orca Capital AG Filed SCHEDULE 13G/A on Dogwood Therapeutics, Inc., latest Mar 17, 2025 (2 filings since Mar 17, 2025)
  • Brian David Corday Filed SC 13G/A on Dogwood Therapeutics, Inc., latest Feb 13, 2024 (7 filings since Dec 21, 2022)
  • MASTERS CAPITAL MANAGEMENT LLC Filed SC 13G/A on Dogwood Therapeutics, Inc., latest Feb 14, 2023 (2 filings since Feb 14, 2022)
  • Gregory Scott Duncan Filed SC 13G/A on Dogwood Therapeutics, Inc., latest Feb 13, 2023 (2 filings since Feb 14, 2022)
  • Ionic Ventures, LLC Filed SC 13G/A on Dogwood Therapeutics, Inc., latest Feb 13, 2023 (2 filings since Sep 21, 2022)
  • Richard Alan Burch Filed SC 13G/A on Dogwood Therapeutics, Inc., latest Feb 13, 2023 (2 filings since Feb 14, 2022)
  • William Pridgen Filed SC 13G/A on Dogwood Therapeutics, Inc., latest Feb 13, 2023 (2 filings since Feb 14, 2022)
  • Dogwood Therapeutics, Inc. Alpharetta, Georgia

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Dogwood Therapeutics, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$12.8K8 Dec 31, 2025$18.4K8 Dec 31, 2024−30.6%
Accumulated depreciation$1.6K8 Dec 31, 2024
Property and equipment, net$12.8K8 Dec 31, 2025$16.8K8 Dec 31, 2024−24.1%
Operating-lease assets (leased space)$163.1K8 Dec 31, 2025$205.8K8 Dec 31, 2024−20.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$6.5M8 Dec 31, 2025$14.8M8 Dec 31, 2024−56.1%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$12.4M8 Dec 31, 2025$11.8M8 Dec 31, 2024+5.0%
Intangible assets, net (excluding goodwill)$69.0M8 Dec 31, 2025$65.7M8 Dec 31, 2024+5.0%

Properties, in its own words

We do not own or lease any real property in the United States. We run a virtual model and have a mailing address in Alpharetta, Georgia. We lease office spaces in Vancouver, British Columbia, Canada located at 1150-1100 Melville St, Vancouver B.C., Canada.

Item 2 of the 10-K filed Mar 18, 2026.3

Leadership

Who has led Dogwood Therapeutics, Inc., and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Angela Walsh2025–now
2025
Board members and other officers (11)

Former names

  • Virios Therapeutics, Inc.Aug 20, 2020 to Oct 15, 20242
  • Virios Therapeutics, LLCJul 24, 2020 to Dec 16, 20202

Timeline

  1. Aug 13, 20268-K Results of operations23
  2. Jun 17, 20268-K Bylaws or fiscal year changed; Shareholder vote24
  3. May 14, 20268-K Results of operations25
  4. Mar 26, 20268-K Regulation FD disclosure26
  5. Mar 18, 20268-K Results of operations27
  6. Mar 12, 20268-K Shareholder vote28
  7. Jan 20, 20268-K Regulation FD disclosure29
  8. Jan 13, 20268-K Entered a material agreement; Ended a material agreement; Unregistered sale of shares30
  9. Nov 28, 20258-K Entered a material agreement31
  10. Nov 21, 20258-K Executive or director change; Shareholder vote32
  11. Nov 6, 20258-K Results of operations33
  12. Oct 9, 20258-K Regulation FD disclosure34
  13. Dec 16, 2020New chief executive Gregory Scott Duncan becomes CEO11

Calendar

Coming up

  1. Nov 5, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($8.20) a share, on Nov 6, 2025.35

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results23
  2. May 14, 2026Reported quarterly or annual results25
  3. Mar 18, 2026Reported quarterly or annual results27
  4. Nov 6, 2025Reported quarterly or annual results33
  5. Aug 13, 2025Reported quarterly or annual results36
  6. May 8, 2025Reported quarterly or annual results37
  7. Mar 31, 2025Reported quarterly or annual results38
  8. Nov 7, 2024Reported quarterly or annual results39

Drug trials and FDA: coming up

  1. Dec 2026Phase 2 trial readout expected Phase 2 trial of Halneuron and Halneuron (Open Label Extension) in Chemotherapy Induced Neuropathic Pain: primary completion expected Dec 2026 (ClinicalTrials.gov NCT06848348).40

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). Trials from ClinicalTrials.gov, as the sponsor registered them (expected dates are the sponsor's own and often move); approvals and advisory committee meetings from the FDA. The FDA does not publish its decision (PDUFA) dates. The full markets calendar

Filings

240 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 66 major events, 81 insider forms, 24 large holders, 48 other. The latest 20:

  1. Aug 14, 2026SCHEDULE 13G/A EDGAR
  2. Aug 14, 202610-Q EDGAR
  3. Aug 13, 20268-K EDGAR
  4. Jun 17, 20264 EDGAR
  5. Jun 17, 20264 EDGAR
  6. Jun 17, 20264 EDGAR
  7. Jun 17, 20264 EDGAR
  8. Jun 17, 20268-K EDGAR
  9. May 15, 2026SCHEDULE 13G EDGAR
  10. May 15, 202610-Q EDGAR
  11. May 14, 20268-K EDGAR
  12. Apr 27, 2026ARS EDGAR
  13. Apr 27, 2026DEF 14A EDGAR
  14. Apr 17, 2026PRE 14A EDGAR
  15. Mar 26, 20268-K EDGAR
  16. Mar 18, 202610-K EDGAR
  17. Mar 18, 20268-K EDGAR
  18. Mar 12, 20268-K EDGAR
  19. Mar 6, 20264 EDGAR
  20. Mar 6, 20264 EDGAR

The 240 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

19 open-market trades by officers, directors and large owners since October 2021: 18 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 21, 2023Pridgen WilliamDirectorBuy15,335$1.30$19.9KForm 4
Aug 17, 2023Duncan Gregory ScottCHIEF EXECUTIVE OFFICERBuy25,000$1.25$31.2KForm 4
Dec 8, 2022Whitley Richard JamesDirectorSale1,800$0.26$468Form 4
May 23, 2022Walsh AngelaChief Financial OfficerBuy2,000$4.58$9.2KForm 4
May 23, 2022Duncan Gregory ScottCHIEF EXECUTIVE OFFICERBuy7,500$4.52$33.9KForm 4
May 18, 2022Whitley Richard JamesDirectorBuy500$4.53$2.3KForm 4
May 18, 2022Pridgen WilliamDirectorBuy241$4.50$1.1KForm 4
May 17, 2022Pridgen WilliamDirectorBuy13,450$4.38$58.9KForm 4
Mar 29, 2022Pridgen WilliamDirectorBuy600$4.94$3.0KForm 4
Mar 23, 2022Pridgen WilliamDirectorBuy2,197$5.46$12.0KForm 4
Jan 27, 2022Pridgen WilliamDirectorBuy4,180$5.98$25.0KForm 4
Jan 7, 2022De La Rosa AbelDirectorBuy4,000$5.90$23.6KForm 4
Jan 6, 2022Whitley Richard JamesDirectorBuy1,800$5.72$10.3KForm 4
Jan 4, 2022Keefer David RDirectorBuy5,000$5.80$29.0KForm 4
Jan 4, 2022Thomas John CDirectorBuy1,000$5.65$5.7KForm 4
Jan 3, 2022Pridgen WilliamDirectorBuy2,215$5.43$12.0KForm 4
Dec 23, 2021Whitley Richard JamesDirectorBuy200$5.73$1.1KForm 4
Dec 21, 2021Pridgen WilliamDirectorBuy8,827$5.66$50.0KForm 4
Dec 21, 2021Duncan Gregory ScottCHIEF EXECUTIVE OFFICERBuy5,000$5.52$27.6KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Greg Duncan61$577.0K$3.3M50
2025R. Michael GendreauMD, PhD$366.1K$1.3M50
2025Angela Walsh60$300.9K$1.3M50
2024Chairman and Chief Executive Officer$523.0K$881.2K50
2024Chief Medical Officer$331.8K$511.6K50
2024Chief Financial Officer$239.6K$364.3K50

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Armistice Capital, LLC3,132,486$5.0M0.1%−147,514
Millennium Management LLC341,814$550.3K0.0%New
Vanguard Capital Management LLC132,154$212.8K0.0%No change
Geode Capital Management, LLC88,298$142.2K0.0%+8,864
Vanguard Fiduciary Trust Co62,736$101.0K0.0%No change
BlackRock, Inc.28,546$46.0K0.0%+28,516
Northern Trust Corp23,779$38.3K0.0%No change
Citadel Advisors LLC11,742$18.9K0.0%New
Tower Research Capital LLC (TRC)3,093$5.0K0.0%−4,974
Morgan Stanley2,222$3.6K0.0%New
UBS Group AG1,860$3.0K0.0%−5,225
Jones Financial Companies Lllp160$2640.0%New
Barclays PLC157$2530.0%New
Activest Wealth Management120$1930.0%No change
Group One Trading LLC9$140.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Dogwood Therapeutics, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARDogwood Therapeutics, Inc.1
  • CIK0001818844
  • Employer ID (EIN)85-43142013
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Industry code (SIC)2834 Pharmaceutical Preparations1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address44 Milton Avenue, Alpharetta, GA 300091
  • Phone86662086551
  • Shares outstanding33,992,553 as of Aug 13, 202610
  • Public float$8.1M as of Jun 30, 20253
  • AuditorForvis Mazars, LLP, Atlanta, Georgia PCAOB ID 686; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceJul 24, 20201
  • Filings323 in all: 4 (99), 8-K (72), 10-Q (17), SC 13G/A (15), 3 (14), CORRESP (11), DEF 14A (9), UPLOAD (9)1
    All 34 form types

    DEFA14A (7), S-1/A (7), 10-K (6), SC 13G (6), 424B4 (5), PRE 14A (5), 424B5 (4), ARS (4), EFFECT (4), S-3 (4), S-8 (4), FWP (3), 4/A (2), SCHEDULE 13D/A (2), SCHEDULE 13G (2), SCHEDULE 13G/A (2), 10-K/A (1), 5 (1), 8-A12B (1), 8-K/A (1), CERT (1), DRS (1), DRSLTR (1), S-1 (1), S-3/A (1), SC 13D (1)

  • Latest filingsAnnual report (10-K) Mar 18, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Apr 27, 2026
    Latest 8-K (8-K) Aug 13, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0001 Par Value per ShareDWTXNasdaq

From the cover page of the 10-K filed Mar 18, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks Dogwood Therapeutics, Inc. names in Item 1A of its 10-K filed Mar 18, 2026: 63 risks under these headings, as written.3

  • Risks Related to Our Financial Position and Need for Additional Capital
  • Our recurring losses from operations raise substantial doubt that we will be able to continue as a going concern and our independent registered public accounting firm has issued an audit report that includes an explanatory paragraph referring to the uncertainty regarding our ability to continue as a going concern without additional capital becoming available. This may hinder our ability to obtain future financing.
  • We have incurred losses since inception and anticipate that we will continue to incur losses for the foreseeable future. We are not currently profitable, and we may never achieve or sustain profitability.
  • We will require additional capital to fund our operations, and if we fail to obtain necessary financing, we may not be able to complete the development and commercialization of our product candidates.
  • Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.
  • Unstable global market and economic conditions may have serious adverse consequences on our business, financial condition and results of operations.
  • We have a limited operating history and no history of commercializing pharmaceutical products, which may make it difficult to evaluate the prospects for our future viability.
  • Risks Related to Development, Clinical Testing, Manufacturing and Regulatory Approval
  • We are heavily dependent on the success of our product candidates which are still under clinical development, and if these candidates do not receive regulatory approval or, if approved, our commercialization efforts are unsuccessful, our business may be harmed.
  • We may face future business disruption and related risks resulting from the spread of infectious disease, which could have a material adverse effect on our business.
  • Clinical trials are expensive, time-consuming and difficult to design and implement and involve an uncertain outcome.
  • The regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time consuming, expensive, and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for Halneuron®, SP16 or any other product candidates we develop in the future, our business will be substantially harmed.
The other 53 risks
  • Enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside our control.
  • Results of preclinical studies, early clinical trials or analyses may not be indicative of results obtained in later trials.
  • The market opportunities for Halneuron® and/or SP16, if approved, may be smaller than we anticipate.
  • We have never obtained marketing approval for a product candidate and we may be unable to obtain, or may be delayed in obtaining, marketing approval for any of our product candidates.
  • Even if we obtain FDA approval for Halneuron®, SP16 or any other product candidate we develop in the future in the United States, we may never obtain approval for or commercialize those product candidates in any other jurisdiction, which would limit our ability to realize their full global market potential.
  • Even if we obtain regulatory approval for Halneuron®, SP16 or any other product candidate we develop in the future, we will still face extensive and ongoing regulatory requirements and obligations and any product candidates, if approved, may face future development and regulatory difficulties.
  • We may seek a Breakthrough Therapy designation for Halneuron® from the FDA. However, we might not receive such designation, and even if we do, such designation may not lead to a faster development or regulatory review or approval process.
  • Potential product liability lawsuits against us could cause us to incur substantial liabilities and limit commercialization of any products that we may develop.
  • Risks Related to Commercialization
  • We face significant competition from other biotechnology and pharmaceutical companies and our operating results will suffer if we fail to compete effectively.
  • Our products may be subject to certain legal and regulatory requirements regarding the packaging, distribution, sale, and labeling of medical products in the United States.
  • We may face early generic competition for Halneuron®, SP16 or any other products we successfully develop and market.
  • The successful commercialization of Halneuron® or any other product candidate we develop in the future will depend in part on the extent to which governmental authorities and health insurers establish adequate coverage, reimbursement levels, and pricing policies. Failure to obtain or maintain coverage and adequate reimbursement for our product candidates, if approved, could limit our ability to market those products and decrease our ability to generate revenue.
  • Even if any of our product candidates we develop receives marketing approval, it may fail to achieve market acceptance by physicians, patients, third-party payors or others in the medical community necessary for commercial success.
  • If we are unable to establish sales, marketing and distribution capabilities either on our own or in collaboration with third parties, we may not be successful in commercializing any product candidate that receives regulatory approval.
  • A variety of risks associated with operating internationally could materially adversely affect our business.
  • Risks Related to Our Dependence on Third Parties
  • Our employees and independent contractors, including principal investigators, clinical trial sites, CROs, consultants, vendors, and any third parties we may engage in connection with development and commercialization, may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could have a material adverse effect on our business.
  • We currently rely on third-party contract manufacturing organizations, or CMOs, for the production of clinical supply of Halneuron® and SP16 and intend to rely on CMOs for the production of commercial supplies. Our dependence on CMOs may impair the development and commercialization of the drug, which would adversely impact our business and financial position.
  • We intend to rely on third parties to conduct, supervise and monitor our clinical trials. If those third parties do not successfully carry out their contractual duties, or if they perform in an unsatisfactory manner, it may harm our business.
  • Risks Related to Healthcare Laws and Other Legal Compliance Matters
  • Enacted and future healthcare legislation may increase the difficulty and cost for us to obtain marketing approval of and commercialize our product candidates, if approved, and may affect the prices we may set.
  • Our business operations and current and future relationships with investigators, healthcare professionals, consultants, third-party payors, patient organizations, and customers will be subject to applicable healthcare regulatory laws, which could expose us to penalties.
  • Any clinical trial programs we conduct or research collaborations we enter into in the European Economic Area may subject us to the General Data Protection Regulation.
  • We are subject to environmental, health and safety laws and regulations, and we may become exposed to liability and substantial expenses in connection with environmental compliance or remediation activities.
  • If we become profitable, our ability to use our net operating loss carryforwards and other tax attributes to offset future taxable income or taxes may be subject to limitations.
  • Risks Related to Our Intellectual Property
  • Our patents may be challenged in courts or in patent offices which could result in the invalidation, narrowing or unenforceability of our patents and our patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.
  • We may become subject to third parties’ claims alleging infringement of their patents and proprietary rights, or we may need to become involved in lawsuits to protect or enforce our patents, which could be costly, time consuming, delay or prevent the development and commercialization of our product candidates or put our patents and other proprietary rights at risk.
  • We may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop, manufacture and market our product candidates.
  • Changes in patent laws or patent jurisprudence could diminish the value of patents in general, thereby impairing our ability to protect our product candidates.
  • Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
  • We enjoy only limited geographical protection with respect to certain patents and we may not be able to protect our intellectual property rights throughout the world.
  • If we do not obtain patent term extension in the United States under the Hatch-Waxman Act and in foreign countries under similar legislation, thereby potentially extending the term of marketing exclusivity for our product candidates, our business may be materially harmed.
  • Intellectual property rights do not address all potential threats to our competitive advantage.
  • Our reliance on third parties requires us to share our trade secrets, which increases the possibility that our trade secrets will be misappropriated or disclosed, and confidentiality agreements with employees and third parties may not adequately prevent disclosure of trade secrets and protect other proprietary information.
  • If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
  • We may need to license certain intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable terms.
  • We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of their former employers or other third parties.
  • Our proprietary information may be lost, or we may suffer security breaches.
  • Risks Related to Our Employees, Managing Our Growth and Our Operations
  • Our future success depends on our ability to retain our key personnel and to attract, retain and motivate qualified personnel.
  • We expect to expand our development, regulatory, and sales and marketing capabilities, and as a result, we may encounter difficulties in managing our growth, which could disrupt our operations.
  • We may engage in acquisitions that could disrupt our business, cause dilution to our stockholders or reduce our financial resources.
  • Our business and operations would suffer in the event of system failures.
  • We may be materially adversely affected by currency fluctuations in the United States dollar versus the Canadian dollar.
  • Risks Related to Our Common Stock
  • If we are unable to maintain listing of our common stock on the Nasdaq Capital Market or another national stock exchange, it may be more difficult for our stockholders to sell their shares of common stock.
  • The market price of our common stock is highly volatile, which could result in substantial losses for holders of our common stock.
  • We could be subject to securities class action litigation.
  • If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our common stock, our stock price and trading volume could decline.
  • We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock.
  • We are subject to significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.
  • If we fail to establish and maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our business could be harmed.
  • We are a “smaller reporting company” and the reduced reporting requirements applicable to smaller reporting companies may make our common stock less attractive to investors.
  • Provisions in our certificate of incorporation and bylaws and under Delaware law could make an acquisition of our company, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.
  • Our certificate of incorporation and our bylaws will contain exclusive forum provisions for certain claims, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • Risks Related to the Combination
  • If our acquired intangible assets and goodwill become impaired, we may be required to record a significant charge to earnings.
  • Our future results will suffer if we do not effectively manage our expanded operations.

Legal proceedings

From time to time, we may be involved in claims that arise during the ordinary course of business. Regardless of the outcome, litigation can be costly and time consuming, and it can divert management’s attention from important business matters and initiatives, negatively impacting our overall operations. We do not currently have any pending litigation to which we are a party or to which our property is subject that we believe to be material. Regardless of the outcome, litigation can be costly and time consuming, and it can divert management’s attention from important business matters and initiatives, negatively impacting our overall operations.

The opening of Item 3, Legal Proceedings.3

Sources

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