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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):
October 22, 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 8.01 Other Events.
As
previously reported on a Current Report on Form 8-K filed on May 4, 2026, Onconetix, Inc. (the “Company”) held a special meeting
of stockholders (the “Special Meeting”) on April 30, 2026. At the Special Meeting, the Company’s stockholders approved
the proposal to grant discretionary authority to the Company’s Board of Directors (the “Board”) to amend the Company’s
Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to effect one or more reverse stock splits
of the Company’s issued and outstanding common stock, par value $0.00001 per share (the “Common Stock”), at ratios ranging
from one-for-two (1:2) to one-for-ten (1:10), at any time prior to the one-year anniversary of the Special Meeting, with the ratio for
each reverse stock split to be determined by the Board, provided that the reverse stock splits effected pursuant to such authorization
shall not, in the aggregate, exceed one-for-one hundred (1:100) (the “Reverse Stock Split Proposal”).
Pursuant
to the foregoing authorization, the Company previously effected a one-for-ten (1:10) reverse stock split of its Common Stock, effective
May 21, 2026.
On
October 22, 2026, the Board determined to effect an additional reverse stock split of the Common Stock at a ratio of one-for-ten (1:10)
(the “Reverse Stock Split”). Together with the reverse stock split effected on May 21, 2026, the Reverse Stock Split will
result in an aggregate reverse stock split ratio of one-for-one hundred (1:100) pursuant to the Reverse Stock Split Proposal.
In
connection with the Reverse Stock Split, the Company expects to file a Certificate of Amendment to the Charter with the Secretary of State
of the State of Delaware (the “Amendment”) on November 5, 2026. The Reverse Stock Split is expected to become effective in
accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on November 6, 2026 (the “Effective Time”). The Common
Stock is expected to begin trading on a split-adjusted basis when The Nasdaq Stock Market opens on November 6, 2026, under the existing
trading symbol “ONCO” and a new CUSIP number, 68237Q500.
At
the Effective Time, every ten (10) shares of the Company’s issued and outstanding Common Stock will automatically be 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. Stockholders holding shares through a brokerage account will have their shares automatically
adjusted to reflect the Reverse Stock Split. Stockholders holding shares of Common Stock in certificated form will not be required to
exchange their existing stock certificates for new stock certificates in connection with the Reverse Stock Split, although they may do
so if they wish.
The
Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership interest in
the Company, except to the extent that the Reverse Stock Split would result in a stockholder owning a fractional share. No fractional
shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be 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. The Reverse Stock Split is expected to reduce the number of outstanding shares of
Common Stock from approximately 5.9 million shares to approximately 589,000 shares.
Proportional
adjustments will be 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. Stockholders with shares in brokerage accounts should direct any questions concerning the Reverse Stock
Split to their broker; all other stockholders may direct questions to the Company’s transfer agent, Continental Stock Transfer &
Trust Company, at (212) 509-4000.
On
October 26, 2026, the Company issued a press release announcing the Reverse Stock Split, a copy of which is filed as Exhibit 99.1 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 |
| 99.1 |
|
Press Release, dated October 26, 2026. |
| 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. |
| |
|
| October 26, 2026 |
By: |
/s/ David A. White |
| |
Name: |
David A. White |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Onconetix Announces Reverse Stock Split
CINCINNATI, Ohio, Oct. 26, 2026 (GLOBE NEWSWIRE) -- Onconetix, Inc. (Nasdaq: ONCO) (the “Company”), today announced that its Board of Directors has approved
a one-for-ten (1-for-10) reverse stock split of the Company’s outstanding common stock. The reverse split is expected to become
effective at 12:01 a.m. Eastern Time on November 6, 2026. The Company’s common stock has been assigned a new CUSIP number, 68237Q500,
in connection with the reverse stock split.
Following the reverse split, every ten (10) shares
of Onconetix common stock will be automatically exchanged into one share of common stock. The Company’s common stock will continue
to trade on Nasdaq under the symbol “ONCO”.
The reverse split will reduce the number of outstanding
shares of common stock from approximately 5,886,774 shares outstanding as of October 21, 2026 to approximately 588,677 shares, before
giving effect to adjustments resulting from the treatment of fractional shares. The reverse stock split will not change the number of
authorized shares of common stock, which will remain at 250,000,000 shares, or the par value of the Company’s common stock, which
will remain at $0.00001 per share. No fractional shares will be issued in connection with the reverse split. Stockholders who would otherwise
be entitled to receive fractional shares will instead receive cash payments in lieu of such fractional shares.
The reverse stock split will be effected simultaneously
for all outstanding shares of the Company’s common stock and will affect all of the Company’s stockholders uniformly. The
reverse stock split will not affect any stockholder’s percentage ownership interest in the Company, except to the extent that a
stockholder would otherwise be entitled to receive a fractional share for which cash will be paid in lieu thereof. The reverse stock split
will not affect the par value of the Company’s common stock and will also not affect the number of authorized shares or par value
of our preferred stock. The rights and privileges of the holders of the common stock will be unaffected by the reverse stock split. Proportionate
adjustments will be made, as applicable and in accordance with their respective terms, to the exercise or conversion prices and the number
of shares issuable under the Company’s outstanding options, warrants, convertible securities and equity incentive plans.
About Onconetix, Inc.
Onconetix, Inc. (Nasdaq: ONCO) is a commercial-stage
biotechnology company focused on the research, development, and commercialization of innovative oncology solutions. Onconetix owns Proclarix®,
an in vitro diagnostic test for prostate cancer originally developed by Proteomedix and approved for sale in the European Union under
the IVDR, which it anticipates will be marketed in the U.S. as a lab developed test through its license agreement with Labcorp. For more
information, visit www.onconetix.com.
Forward-Looking Statements
Certain statements in this press release are forward-looking
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking
words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” and
“intend,” among others. These forward-looking statements are based on Onconetix’s current expectations and actual results
could differ materially. Investors should read the risk factors set forth in Onconetix’s Annual Report on Form 10-K filed with the
SEC on March 13, 2026, and periodic reports filed with the SEC on or after the date thereof. All forward-looking statements are expressly
qualified by all such risk factors and other cautionary statements. The information set forth herein speaks only as of the date hereof.
Onconetix does not undertake an obligation to update or revise any forward-looking statement except as required by applicable law.
Investor and Media Contact:
Onconetix, Inc.
201 E. Fifth Street, Suite 1900
Cincinnati, OH 45202
Phone: (513) 620-4101
Email: investors@onconetix.com
