Onconetix, Inc. filings document the regulatory record of a Nasdaq-listed biotechnology company focused on men's health and oncology diagnostics. Registration statements, amendments, proxy materials, and current reports describe securities offerings, preferred stock and warrant terms, common-stock structure, shareholder voting matters, and reverse-stock-split authorizations.
The company's SEC reports also disclose governance changes, board and executive appointments, material agreements, operating and financial results, clinical or regulatory matters, and risk factors related to its commercial-stage biotechnology business and Proclarix prostate cancer diagnostic.
Onconetix, Inc. is asking stockholders to vote on five proposals at its annual meeting on November 10, 2026. They include re-electing Josh Epstein as a Class II director for a term ending at the 2029 annual meeting; approving, under Nasdaq Listing Rule 5635, issuance of up to 154,856,150 shares of Common Stock, subject to adjustment, upon conversion of Series F Preferred Stock issued in a private placement completed July 29, 2026; and authorizing one additional reverse stock split at a ratio from 1-for-2 to 1-for-15, with the Board selecting the ratio. The other proposals concern ratifying MaloneBailey, LLP as independent auditor for fiscal 2026 and adjournment if votes are insufficient.
The proposed split authority would supplement existing authority for additional reverse splits at ratios from 1-for-2 to 1-for-10 before April 30, 2027, subject to an aggregate 1-for-100 limit. Onconetix had 5,241,486 Common Stock shares outstanding as of September 29, 2026, the record date. The Board unanimously recommends voting “FOR” all proposals. Onconetix says that without approval of the Series F proposal, it may be unable to honor conversions at certain adjusted conversion prices.
Onconetix, Inc. (ONCO) is calling a special meeting on October 27, 2026 to seek stockholder approval for three key capital-structure proposals. The first would approve issuance of up to 154,856,150 shares of Common Stock upon conversion of previously issued Series F Preferred Stock, using a minimum conversion floor price of $0.19534 per share and reflecting 37,812 Series F shares sold for $30,249,600 in a July 2026 PIPE financing. The second proposal would grant the board supplemental authority to implement a single additional reverse stock split of Common Stock at a ratio between 1‑for‑2 and 1‑for‑15, in addition to existing reverse split authority, to help address Nasdaq listing requirements and potential future dilution from the PIPE and an equity line of credit. The third would permit adjournment of the meeting to solicit more proxies if needed. Common stock outstanding was 4,380,522 shares as of the September 23, 2026 record date, with one vote per share and a quorum set at one‑third of shares entitled to vote.
Onconetix, Inc. (ONCO) entered into a Grid Promissory Note to provide up to $5.0 million in unsecured bridge financing to its acquisition target Realbotix LLC, with $2.5 million funded on September 11, 2026. The loans support Realbotix’s general corporate and working capital needs while the pending share-exchange transaction progresses.
The Note matures on September 11, 2027 and is non‑interest bearing unless the Share Exchange Agreement is terminated, in which case interest accrues at 12% per year until repayment. If the Realbotix acquisition closes, the Note is automatically cancelled and Net Cash at Closing under the Share Exchange Agreement increases by $500,000 plus any outstanding principal. The financing is guaranteed by Realbotix Corp., and Onconetix plans to register the stock to be issued in the all‑stock acquisition via a Form S‑4 Registration Statement that will include a proxy statement/prospectus for shareholder approval.
Onconetix, Inc. (ONCO) arranged a strategic, non‑interest‑bearing bridge financing facility of up to $5,000,000 for Realbotix LLC, the target of its pending all‑stock acquisition, to support Realbotix’s growth and working capital as both parties work toward closing under their Share Exchange Agreement.
The facility includes an initial advance of $2,500,000 and will be automatically cancelled and discharged in full when the acquisition closes, at which time the cash required at closing will be reduced by the total principal advanced plus an additional $500,000. If the Share Exchange Agreement is terminated, the note will bear 12% annual interest from the date of termination. Onconetix plans to acquire 100% of Realbotix LLC’s equity, and the combined company is expected to trade on Nasdaq after closing, subject to Onconetix shareholder approval, required regulatory approvals, and other closing conditions.
Onconetix, Inc. (ONCO) is registering for resale by a single Selling Stockholder up to 100,000,000 shares of common stock, all issuable upon conversion of a portion of 37,812 shares of Series F preferred stock. This is a resale registration; the company is not selling any securities and will not receive proceeds from any share sales, though it will cover registration expenses. Assuming full issuance, the registered shares would equal 2,282% of common shares outstanding as of August 28, 2026 and would raise the post-offering share count to 104,380,522 from 4,380,522, indicating very high potential dilution. The Series F converts initially at $0.9767 per share and is constrained by Nasdaq’s 20% exchange cap and a 4.99%/9.99% beneficial ownership limitation until stockholder approvals increase authorized shares and lift caps.
Onconetix describes itself as a commercial-stage biotech focused on oncology diagnostics, led by its Proclarix prostate cancer test, and notes it has abandoned commercialization of ENTADFI. The company reports recurring losses, an accumulated deficit of about $138.3 million and cash of about $5.9 million as of June 30, 2026, and discloses that these factors raise substantial doubt about its ability to continue as a going concern, making additional equity facilities, preferred financings and the pending Realbotix share exchange central to its funding plans.
Onconetix, Inc. (ONCO) reports that Realbotix LLC, its pending acquisition target, has launched a pilot program with a leading European telecommunications company to deploy AI-powered humanoid robots in live presentations and events. The pilot will evaluate robots as presenters, hosts, and brand ambassadors in audience-facing environments, including corporate events, product demonstrations, customer engagement, education and training, hospitality, retail assistance, and reception and concierge roles, while also testing configuration to partner-specific workflows.
On February 12, 2026, Onconetix entered into a definitive all-stock share exchange agreement to acquire 100% of the equity interests of Realbotix LLC, with the combined company expected to trade on Nasdaq after closing, which is anticipated in the second half of 2026, subject to shareholder and regulatory approvals and other closing conditions. Onconetix also outlines its plan to file a Registration Statement on Form S-4 with a joint Proxy Statement/Prospectus for stockholder approval and includes standard cautions regarding forward-looking statements and transaction risks.
Onconetix, Inc. (ONCO) has filed an amended Form S-1 to register the resale of up to 100,000,000 shares of common stock issuable upon conversion of a portion of its Series F Preferred Stock held by Seven Knots LLC, which is deemed an underwriter. These shares are issuable at an initial conversion price of $0.9767 per share, subject to adjustment, and are limited by Nasdaq’s 19.99% “Exchange Cap” and a 4.99%–9.99% beneficial ownership cap. Onconetix is not selling shares itself and will receive no proceeds from resales under this prospectus, though it previously received $30.25 million in value when issuing the Series F Preferred.
The filing highlights that shares outstanding were 4,380,522 before this offering and would be 104,380,522 assuming all registered shares are issued, indicating substantial potential dilution. Onconetix reports being a commercial-stage oncology-focused biotech centered on its Proclarix diagnostic, having abandoned ENTADFI and fully impaired related assets. As of June 30, 2026, it had $5.9 million in cash, $3.6 million in working capital, and an accumulated deficit of $138.3 million, with management disclosing substantial doubt about its ability to continue as a going concern without significant additional capital, including from equity lines with Keystone Capital and the PIPE investor.
Onconetix, Inc. reports very limited commercial traction and ongoing heavy losses while highlighting substantial doubt about its ability to continue as a going concern. For the six months ended June 30, 2026, revenue was only $38,577, while the company recorded a net loss of $7.1 million.
Cash totaled $5.9 million with a working capital surplus of about $3.6 million, but operating activities used $4.0 million of cash in six months. The company also booked $8.6 million of goodwill impairment and has accumulated a deficit of $138.3 million. Management discloses that recent and expected losses, negative operating cash flows, and dependence on external financing create substantial doubt about continuing as a going concern.
Subsequent events include a Series F preferred financing with $30.2 million stated purchase price that generated only $0.25 million of net cash, and a new equity line facility of up to $750 million, tied to a $30 million commitment fee applied toward that preferred purchase.