Onconetix, Inc. (ONCO) SEC Filings

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.

Onconetix, Inc. has filed a Form S-1 to register for resale up to 100,000,000 shares of common stock for selling stockholders. These shares are issuable upon conversion of a portion of 37,812 shares of Series F preferred stock sold in a July 2026 PIPE financing at an aggregate purchase price of $30,249,600, with an initial conversion price of $0.9767 per share.

The company is not selling any shares in this offering and will receive no proceeds from resales. The registered amount equals 2,532% of the 3,949,107 common shares outstanding as of August 10, 2026; assuming full issuance, shares outstanding would rise to 103,949,107. Issuance is constrained by Nasdaq’s 19.99% Exchange Cap and 4.99%–9.99% beneficial ownership limits, so only 789,426 shares are currently issuable absent stockholder approval.

Onconetix highlights a challenging financial position: net losses of $14.0 million in 2025 and an accumulated deficit of $135.4 million as of March 31, 2026, with cash of about $3.7 million on March 31, 2026 and $5.4 million on August 10, 2026. The company discloses substantial doubt about its ability to continue as a going concern and expects to rely on equity line facilities and additional capital raises while pursuing commercialization of its Proclarix prostate cancer diagnostic and a pending Realbotix share exchange transaction.

Onconetix, Inc. outlines a development at its pending acquisition target, Realbotix LLC, which has agreed with a recognized streaming platform to feature one of its humanoid robots as a robotic character in an upcoming episode of a popular Emmy-awarded television series. This adds entertainment to Realbotix’s existing deployments in education, healthcare, hospitality, and customer engagement, illustrating broader use cases for its AI-powered humanoid robotics across physical and software experiences.

On February 12, 2026, Onconetix entered into a definitive share exchange agreement to acquire 100% of the issued and outstanding equity interests of Realbotix LLC in an all-stock transaction. The combined company is expected to trade on Nasdaq after closing, anticipated in the second half of 2026, subject to Onconetix stockholder approval, required regulatory approvals, and other closing conditions. Onconetix also reiterates that it plans to file a Registration Statement on Form S-4, including a Proxy Statement/Prospectus, and cautions investors regarding forward-looking statements and related risks.

Onconetix, Inc. entered into a PIPE financing with an accredited investor to sell 37,812 shares of Series F convertible preferred stock for an aggregate $30,249,600. Up to 42,000 Series F shares are authorized, each with a $1,000 Stated Value. The Series F ranks senior to common stock, pays Default Dividends at 15.0% per annum on the Stated Value following Triggering Events, and is initially convertible into common stock at $0.9767 per share, with customary anti‑dilution adjustments and conversion ownership limits generally between 4.99% and 9.99%. The company may redeem shares for cash at 125% of the greater of the Conversion Amount or a market-based value and must reserve at least 150% of the shares needed for conversion.

Separately, Onconetix agreed a Common Stock Purchase Agreement for a committed equity facility of up to the lesser of $750,000,000 and 19.99% of shares outstanding, subject to a 4.99% beneficial ownership cap for the ELOC investor. A $30,000,000 commitment fee will be applied to the Series F purchase. Registration Rights Agreements require filing resale registration statements within 45 days and effectiveness within 90 or 120 days, with cash penalties of 1% of each holder’s purchase price every 30 days for certain registration failures. The Series F issuance relies on Section 4(a)(2) and Rule 506 of Regulation D exemptions.

Onconetix, Inc. has a Schedule 13G reporting that Keystone Capital Partners, LLC, together with RANZ Group LLC and Fredric Zaino, collectively report beneficial ownership of 223,717 shares of common stock. This represents approximately 6.1% of the 3,691,492 shares outstanding as of June 5, 2026.

The shares are held through Keystone, which is managed by RANZ Group and controlled by Mr. Zaino. All three reporting persons share voting and dispositive power over the 223,717 shares and have no sole voting or dispositive power. They note additional securities—warrants, preferred stock, and a common stock purchase agreement—are subject to a 4.99% beneficial ownership limitation and are excluded from the reported ownership.

Onconetix summarized Realbotix’s announcement that Realbotix has partnered with Bloom Procurement Services to launch an evidence-based UK pilot deploying socially assistive humanoid robots in care settings in Northeast England to address elderly loneliness and evaluate wellbeing, engagement, and cognitive indicators. Realbotix is now an accredited supplier on Bloom’s public sector marketplace.

Onconetix reiterates its definitive share exchange agreement to acquire 100% of Realbotix LLC in an all-stock transaction announced February 12, 2026. Closing is anticipated in the second half of 2026, subject to shareholder and regulatory approvals and other closing conditions.

Onconetix, Inc. disclosed progress on its pending acquisition of Realbotix LLC and summarized Realbotix’s launch of an AI teacher’s assistant and humanoid-robot pilot in Salamanca City Central School District. The pilot deploys Optio and an M-Series humanoid robot and is planned to expand to approximately 500 high school students in Fall 2026. Onconetix said it entered into a definitive share exchange agreement to acquire Realbotix LLC; closing is anticipated in the second half of 2026, subject to Onconetix shareholder approval, required regulatory approvals, and other closing conditions.

The communication is informational and notes that Onconetix intends to file a Registration Statement on Form S-4 that will include the Proxy Statement/Prospectus related to the proposed transaction.