Onconetix SEC Filings

Onconetix, Inc. director Sarah Romano filed an initial insider ownership statement reporting that she beneficially owns no company securities as of December 5, 2025.

The filing identifies her as a director, not a 10% owner or officer, and notes that the form is filed by one reporting person. Both the non-derivative and derivative securities tables show no holdings, consistent with the explanation that no securities are beneficially owned.

Onconetix, Inc. reported a wider quarterly loss and reiterated going‑concern risks. Q3 revenue was $303,651 versus $406,859 a year ago, and the net loss was $8,783,702 versus $3,827,405. For the first nine months, revenue totaled $511,775 compared with $1,812,140 last year, with a net loss of $19,702,029.

Cash was $836,556 and working capital deficit about $15.0 million as of September 30, 2025; management disclosed cash of about $6.1 million as of November 10, 2025. The company closed a Series D financing in Q3 and a Series E in October, and settled Veru notes, recognizing a $5.38 million loss on extinguishment of note payable and a $2.54 million loss on issuance of preferred stock and warrants in Q3.

Year‑to‑date, goodwill impairment was $11.5 million, leaving goodwill at $18,180,299. Fair‑value liabilities at quarter‑end included $12,815,000 warrant liabilities and $988,000 derivative liabilities. Management states there is substantial doubt about the ability to continue as a going concern despite recent financings.

Onconetix, Inc. filed a prospectus registering up to 5,100,000 shares of common stock for resale by Keystone Capital Partners under an equity line of credit (“ELOC”). We are not selling any securities in this offering, and will not receive proceeds from sales by the selling stockholder. Separately, the company may sell shares to Keystone under the ELOC and may receive up to $25.0 million in aggregate gross proceeds, subject to market-driven pricing and other limitations.

Through November 7, 2025, the company sold approximately 661,762 shares under the ELOC for aggregate proceeds of about $7.1 million. Our common stock last closed at $2.74 on Nasdaq. As of November 7, 2025, 1,555,010 shares were outstanding. The purchase price to Keystone is based on prevailing market prices as defined in the agreement, and resales by Keystone could create dilution and affect the stock price. Under the ELOC, 30% of gross proceeds from each sale must be applied to redeem Series C Preferred Stock.

Onconetix, Inc. called its annual meeting for December 5, 2025 at 10:00 a.m. ET in New York. Holders of Common Stock at the close of business on October 21, 2025 are entitled to vote.

Stockholders will vote on: (1) electing directors (including Thomas Meier and nominee Sarah Romano); (2) the Series D PIPE Proposal; (3) the Series E PIPE Proposal; (4) ratifying the appointment of MaloneBailey as independent auditor; and (5) an adjournment proposal. The Board unanimously recommends voting FOR all items.

The Company states that Nasdaq Rule 5635(a) requires approval because the Series D and Series E preferred and related warrants could result in issuances exceeding 20% of voting power or outstanding shares; conversions or exercises at certain adjusted prices will not occur until stockholder approval. Directors are elected by plurality; other items require a majority of votes cast with a quorum of one-third of eligible Common Stock. There were 1,555,010 shares of Common Stock outstanding as of the record date.

Onconetix, Inc. filed a Form S‑1 registering 22,071,891 shares of common stock for resale by selling stockholders. These shares include stock issuable upon conversion of Series D and Series E preferred stock and upon exercise of related PIPE warrants. The company is not selling any securities in this registration.

Onconetix will not receive proceeds from any resale by selling stockholders or from conversions of preferred shares; it will receive cash only if PIPE warrants are exercised for cash. The Series D instruments carry a conversion/exercise price of $3.6896, and the Series E instruments carry a conversion/exercise price of $3.8576, each subject to adjustment, with warrants expiring three years from issuance. A beneficial ownership cap limits conversions/exercises to 4.99%, adjustable up to 9.99% with notice.

Common stock outstanding was 1,555,010 shares prior to this offering. ONCO is listed on Nasdaq; the last reported sale price was $3.16 on November 3, 2025. Selling stockholders may sell from time to time at market or negotiated prices.

Onconetix, Inc. (ONCO) set its 2025 annual meeting. The meeting will be held at 10:00 a.m. Eastern Time on December 5, 2025 at Ellenoff Grossman & Schole LLP, 1345 6th Ave, New York, NY 10105.

Stockholder proposals under Rule 14a-8 must be received at 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio by the close of business on November 10, 2025. Nominations for directors for inclusion in the proxy materials are due by the same deadline. To comply with the universal proxy rules, stockholders soliciting proxies for their own director nominees must provide the information required by Rule 14a-19 by November 10, 2025. A public announcement of any adjournment or postponement will not reopen or extend the Rule 14a-8 submission window.

Onconetix, Inc. called its annual meeting for December 5, 2025, 10:00 a.m. ET, in New York. Stockholders of record at the close of business on October 21, 2025 may vote. The Board unanimously recommends voting FOR all items: elect one director, approve the Series D PIPE Proposal, approve the Series E PIPE Proposal, ratify the auditor, and allow potential adjournment.

The Series D and Series E PIPE proposals seek approval under Nasdaq Rule 5635(a) because the securities issuable upon conversion or exercise would exceed 20% of the voting power and outstanding common stock at issuance. Until approval, conversions and exercises at certain adjusted prices are restricted, and limited warrant exercisability could affect cash proceeds. The director election is by plurality; other proposals require a majority of votes cast. Common shares outstanding were 1,555,010 as of October 21, 2025. Series C, D and E preferred shares are not entitled to vote on these matters.

Onconetix, Inc. filed an S-1 to register up to 5,100,000 shares of common stock for resale by Keystone Capital Partners under an equity line of credit (ELOC). The company is not selling shares in this prospectus and will not receive proceeds from the Selling Stockholder’s resales. Separately, Onconetix may sell shares to Keystone under the ELOC and may receive up to $25.0 million in aggregate gross proceeds, depending on drawdowns and pricing.

Through October 15, 2025, the company sold approximately 661,762 shares under the ELOC for aggregate proceeds of about $7.1 million. Shares outstanding were 1,555,010 as of October 15, 2025. The Nasdaq last reported sale price was $3.71 per share on October 14, 2025. The ELOC includes a 4.99% beneficial ownership cap for Keystone, and 30% of gross proceeds from ELOC sales must be applied toward redemption of Series C Preferred Stock.

Onconetix, Inc. filed a Form D for a Regulation D private offering reporting a $12,977,670 total offering, all of which has been sold with $0 remaining. The company identified its industry as Biotechnology, is organized in Delaware, and lists its principal office in Cincinnati, OH. The filing shows the offering relied on Rule 506(b) and reports the date of first sale as 2025-09-22. The issuer reports no revenues and selected the aggregate net asset value bracket indicating no net assets.

The offering included multiple security types — equity, debt, and options/warrants — and accepted investments from 11 investors with a stated minimum investment of $208,823. No sales commissions or finders' fees were paid, and the filing indicates $0 in proceeds used to pay officers, directors, or promoters (estimate). The Form D was signed by Karina Fedasz, Interim Chief Financial Officer, on 2025-10-07.