CKLIFE SCIENCES entered into a waiver agreement with DWTX

According to the announcement from CKLIFE SCIENCES (00775), as disclosed in the first announcement, based on the share sale agreement, the seller (a wholly-owned subsidiary of the company) will issue buyer common stock payment shares and buyer Dogwood Therapeutics, Inc (NASDAQ: DWTX) preferred stock payment shares to the seller as the consideration for the sale of 100% equity of the target company (Pharmagesic (Holdings) Inc) to the buyer, and the buyer preferred stock payment shares provide the seller with cash settlement rights and repurchase rights. On September 26, 2025, the seller and the buyer entered into a waiver agreement, in which both parties agreed to waive cash settlement rights and repurchase rights for part of the buyer preferred stock payment shares.

(a) The buyer shall have the right to request the seller to waive cash settlement rights and repurchase rights for part of the buyer preferred stock payment shares determined by the buyer, and the seller agrees to waive the above rights, but shall be subject to the terms and conditions of the waiver agreement;

(b) The buyer may exercise its rights from time to time, but not more than once per fiscal quarter;

(c) The value of the buyer preferred stock shares subject to the waiver (waived shares) shall be based on a good faith estimate of the difference between the buyer's equity on the balance sheet at the end of the fiscal quarter in which the waiver notice is issued and the $2.5 million;

(d) The total number of waived shares shall not exceed 300 shares (waiver threshold).

As disclosed in the first announcement, these transactions result in a business combination between WEX, which is wholly owned by the target company, and the buyer. This move allows WEX to access the buyer's robust management team with extensive experience in biotechnology fundraising, research and development, and commercialization in pharmaceuticals (including pain relief and pain-related diseases). It is expected that after incorporating the buyer's expertise in technology, drug development, and product commercialization, WEX's flagship candidate product Halneuron® will be able to announce data earlier and accelerate its market entry. As a publicly listed entity on NASDAQ, the buyer will also be allowed to enter the U.S. capital market, thereby obtaining more funds to accelerate the development of Halneuron®. Through its significant equity stake in the buyer, the company will be able to benefit from the accelerated development of Halneuron® within the scope of the buyer's license. Since the first and second announcements, the buyer has reported further progress in the clinical trials of Halneuron®. The buyer has recruited patients for the ongoing Phase 2b clinical trial of Halneuron®, with recruitment progressing smoothly, and it is expected to announce interim data in the fourth quarter of 2025.

Considering the buyer's listing status on NASDAQ allows it to access the U.S. capital market, thereby obtaining more funds to accelerate the development of Halneuron® and increasing the group's equity in the buyer (after conversion of the buyer preferred stock and buyer A-1 preferred stock, the group will hold approximately 90% of the equity), part of the waiver will help the buyer meet NASDAQ's equity requirements while maintaining its NASDAQ listing status.

In addition, any repurchase rights attached to the buyer preferred stock payment shares allow the seller to repurchase all Halneuron assets in exchange for the total cash settlement amount that the seller is entitled to receive after the conversion of the buyer preferred stock payment shares The partial waiver of cash settlement rights and repurchase rights for certain (but not all) preferred shares will not affect the seller's right to repurchase all Halneuron assets at the time of the relevant event