false
--12-31
0001782107
0001782107
2026-11-04
2026-11-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
November 4, 2026
| Onconetix, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-41294 |
|
83-2262816 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
201 E. Fifth Street, Suite 1900
Cincinnati, Ohio |
|
45202 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (513) 620-4101
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.00001 per share |
|
ONCO |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
As
previously disclosed in a Current Report on Form 8-K filed on October 26, 2026, on October 22, 2026, the Board of Directors (the “Board”)
of Onconetix, Inc. (the “Company”) approved a one-for-ten (1:10) reverse stock split (the “Reverse Stock Split”)
of the Company’s issued and outstanding common stock, par value $0.00001 per share (the “Common Stock”), pursuant to
the authority granted by the Company’s stockholders at a special meeting held on April 30, 2026.
On
November 4, 2026, the Company filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of
Incorporation, as amended (the “Charter”), with the Secretary of State of the State of Delaware to effect the Reverse Stock
Split. The Amendment became effective at 12:01 a.m. Eastern Time on November 6, 2026 (the “Effective Time”).
Pursuant
to the Amendment, at the Effective Time, every ten (10) shares of the Company’s issued and outstanding Common Stock were automatically
combined into one (1) issued and outstanding share of Common Stock, without any corresponding reduction in the number of authorized shares
of Common Stock or any change in the par value per share. No fractional shares were issued in connection with the Reverse Stock Split.
Stockholders who otherwise would have been entitled to receive a fractional share will instead receive a cash payment (without interest)
equal to such fraction multiplied by the closing sale price per share of the Common Stock on The Nasdaq Capital Market at the close of
business on the trading day immediately preceding the Effective Time, as adjusted to give effect to the Reverse Stock Split.
As
a result of the Reverse Stock Split, the number of outstanding shares of Common Stock was reduced from approximately 6.7 million shares
to approximately 670,000 shares. Proportional adjustments were made to the number of shares of Common Stock issuable upon exercise or
conversion of the Company’s outstanding equity awards, convertible preferred stock and warrants, as applicable, as well as the applicable
exercise or conversion prices, in accordance with the terms of such securities.
The
Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market on November 6, 2026, under the Company’s existing
trading symbol “ONCO” and a new CUSIP number, 68237Q500
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are
being filed or furnished, as applicable, with this Current Report on Form 8-K:
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Onconetix, Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Onconetix, Inc. |
| |
|
| November 9, 2026 |
By: |
/s/ David A. White |
| |
Name: |
David A. White |
| |
Title: |
Chief Executive Officer |
