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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): April 24, 2026 (April 20, 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
(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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Resignation of Andrew Oakley and Thomas Meier
as Directors; Elections of Sammy Dorf as Chairman of the Board
Effective on April 20, 2026,
Andrew Oakley and Thomas Meier notified the Board of Directors (the “Board”) of Onconetix, Inc, a Delaware corporation
(the “Company”), of their resignation from the Board. As a result of their resignation from the Board and effective
as of the date mentioned herein, Mr. Oakley has also resigned from his position as Chairman of the Board and his service on the Audit
Committee, Compensation Committee and the Nominating and Corporate Governance Committee, and Mr. Meier has also resigned from his service
on the Compensation Committee.
Mr.
Oakley’s and Mr. Meier’s departures from the Board were not the result of any disagreement with management or the Board
on any matter relating to the Company’s operations, policies or practices.
Effective
on April 23, 2026, the Board has appointed Sammy Dorf, an existing member of the Board, as Chairman of the Board. In connection with
Mr. Dorf’s election as Chairman, the Compensation Committee of the Board has agreed to compensate Mr. Dorf $20,000 per year, payable on
a quarterly basis, commencing on the date of his election.
Election
of Josh Epstein
Effective
as of April 23, 2026, the Board elected Josh Epstein to serve as a member of the Board and a member of the Audit Committee, Compensation
Committee and as the chair of the Nominating and Corporate Governance Committee. Mr. Epstein will be a Class II director and will serve
for a term expiring at the Company’s 2026 annual meeting of stockholders.
Mr.
Epstein is a senior executive and legal professional with more than 20 years of experience across the energy, mining, technology, healthcare,
cannabis, blockchain, gaming, and autonomous-systems industries. Since December 2025, he has served in a Corporate Development, Capital
Markets and Legal role at Mariana Minerals Co., a mining technology company developing AI-powered software and autonomous operating systems
designed to optimize mineral processing, mine operations, and capital deployment across producing assets. In that capacity, he advises
the C-suite on corporate development, capital markets strategy, mergers and acquisitions, partnership structuring, and transaction execution.
Since October 2025, Mr. Epstein has served as a Board Member of SRx Health Solutions, Inc. (NYSE American: SRXH).
From November of 2024 to December of 2025, Mr. Epstein was the head of
Corporate Development and on the Board of Managers for Lisbon Valley Mining Co., overseeing all capital markets, M&A, partnership,
and other transactional activities for the producing copper mine in Southeast Utah. Formerly, from March 2021 to November 2024, Mr. Epstein
was a consultant to JJR Private Capital, a Florida and Toronto-based private equity firm founded in 2003. Previously, Mr. Epstein served
as the CEO and Director of Socati Corp., a vertically integrated manufacturer of ingredients and consumer products for global cannabinoid
and wellness markets. Prior to Socati, Mr. Epstein served as President and COO of Nuuvera Inc., an international wellness and medical
cannabis company founded in 2016 that later listed on the Toronto Stock Exchange–V and sold to Tilray Inc. (NASDAQ: TLRY) (formerly
Aphria Inc.) in 2018. Mr. Epstein was previously a Partner with FastForward Innovations Ltd., an early-stage venture capital firm where
he oversaw investments and divestitures of the firm’s portfolio companies in the United States, Canada, the United Kingdom, Germany,
Israel and China. Mr. Epstein began his career as an attorney with the international law firm Baker Botts, LLP, where his practice focused
on mergers and acquisitions, venture capital and securities offerings. Mr. Epstein holds a B.A (English, Honors Program) and B.B.A. (Finance)
from the University of Texas, a JD from the University of Texas School of Law, where he graduated with Honors and as a member of the Texas
Law Review, and an MBA from the Acton School of Business in Austin, Texas, where he was Valedictorian of his class.
For
his service on the Board, Mr. Epstein will receive compensation consistent with that of other non-employee directors.
Mr.
Epstein has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and does
not have any direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K. There
are no arrangements or understandings between Mr. Epstein and any other persons pursuant to which he was selected as a member of the
Board.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
ONCONETIX, INC. |
| |
|
| Date: April 24, 2026 |
By: |
/s/ David
Allan White |
| |
Name: |
David Allan White |
| |
Title: |
Chief Executive Officer |