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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): October 3, 2025 (October 1, 2025)
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 1.01. Entry into a Material Definitive
Agreement.
PIPE Financing
On
October 1, 2025, Onconetix, Inc., a Delaware corporation (the “Company”), entered into, and sold to institutional investor(s)
(collectively, the “PIPE Investors”), pursuant to a securities purchase agreement (the “Securities Purchase
Agreement”) an aggregate of 7,813 shares of Series E convertible preferred stock, par value $0.00001 per share (“Series
E Preferred Stock”), which are convertible into common stock of the Company, $0.00001 par value per share (the “Common
Stock”) and warrants to purchase 2,025,223 shares of Common Stock (the “Warrants” and, together with the
Series E Preferred Stock, the “PIPE Securities”), for an aggregate purchase price of approximately $6.25 million. Such
investment is referred to as the “PIPE Financing.”
Concurrently
with entering into the Securities Purchase Agreement, the Company also entered into a registration rights agreement with the PIPE Investors,
pursuant to which it has agreed to provide the PIPE Investors with certain registration rights related to the shares of Common Stock underlying
the shares of Series E Preferred Stock (the “Preferred Shares”) and Warrants, as described below. The following description
of the terms of the Securities Purchase Agreement and the Certificate of Designations of Preferences, Rights and Limitations of the Series
E Preferred Stock (the “Certificate of Designations”), Warrants and Registration Rights Agreement are only summaries
and do not purport to be complete and are qualified in their entirety by reference to the full text of each of those transaction documents,
copies of which are filed as Exhibits 10.1, 3.1, 4.1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated
by reference herein. Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase
Agreement, Certificate of Designations, Warrants or Registration Rights Agreement, as the case may be.
Series E Preferred Stock
Certificate of Designations
General.
Pursuant to the Certificate of Designations, the Company has authorized the issuance of up to 10,000 shares of Series E Preferred
Stock, each having a stated value of $1,000 per share (the “Stated Value”).
Ranking.
Except (i) for the Series C Preferred Stock of the Company and the Series D Preferred Stock of the Company, which shall be of pari
passu rank to the Preferred Shares (the “Parity Stock”), and (ii) to the extent that the Required Holders (as defined
in the Securities Purchase Agreement) expressly consent to the creation of Parity Stock or Senior Preferred Stock, all shares of capital
stock of the Company will be junior in rank to all Preferred Shares with respect to the preferences as to dividends, distributions and
payments upon the liquidation, dissolution and winding up of the Company.
Dividends.
The holders of Series E Preferred Stock are entitled to dividends (the “Dividends”), when and as declared by the
Company’s Board of Directors (the “Board”), from time to time, in its sole discretion, which Dividends shall
be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof, in cash, in
securities of the Company or any other entity, or using assets as determined by the Board on the Stated Value of such Preferred Share.
In addition, from and after the occurrence and during the continuance of any Triggering Event, dividends (“Default Dividends”)
will accrue on the Stated Value of each Preferred Share at a rate of fifteen percent (15.0%) (the “Default Rate”) per
annum. Default Dividends are payable by way of inclusion of Default Dividends in the Conversion Amount (as defined below) on each conversion
date. In the event that such Triggering Event is subsequently cured (and no other Triggering Event then exists), the accrual of Default
Dividends will cease to be effective as of the calendar day immediately following the date of such cure; provided that Default Dividends
as calculated and unpaid during the continuance of such Triggering Event will continue to apply to the extent relating to the days after
the occurrence of such Triggering Event through and including the date of such cure of such Triggering Event.
Conversion Rights:
Conversion
at Option of Holder. Each holder is entitled to convert any portion of the outstanding Preferred Shares held by such holder into validly
issued, fully paid and non-assessable Conversion Shares at the Conversion Rate (as defined below). Except as otherwise provided in the
Certificate of Designations, the number of Conversion Shares issuable upon conversion of any Preferred Share will be determined by dividing
(x) the Conversion Amount (as defined below) of such Preferred Share by (y) the Conversion Price (the “Conversion Rate”).
As used herein, the term “Conversion Amount” means, with respect to each Preferred Share, as of the applicable date
of determination, the sum of (1) the Stated Value thereof plus (2) any Default Dividends thereon as of such date of determination
plus (3) any other amounts owed to such PIPE Investor pursuant to the terms of the Certificate of Designations or any other Transaction
Document; and the term “Conversion Price” means, with respect to each Preferred Share, as of any Conversion Date or
other date of determination, $3.8576, subject to adjustment as provided in the Certificate of Designations.
Conversion
at the Option of the Holder Upon the Occurrence of a Triggering Event. After the Stockholder Approval Date (as defined in the Securities
Purchase Agreement), if a Triggering Event occurs and is continuing, at any time after the earlier of a holder’s receipt of a Triggering
Event Notice (as defined below) and such holder becoming aware of such Triggering Event (such earlier date, the “Alternate Conversion
Right Commencement Date”) and ending on the twentieth (20th) Trading Day (as
defined in the Securities Purchase Agreement) after the later of (x) the date such Triggering Event is cured and (y) such holder’s
receipt of a Triggering Event Notice (such ending date, the “Alternate Conversion Right Expiration Date”, and each
such period, an “Alternate Conversion Right Period”), such holder may, at such holder’s option, by delivery of
a Conversion Notice to the Company (the date of any such Conversion Notice, each an “Alternate Conversion Date”), convert
all, or any number of Preferred Shares held by such holder into shares of Common Stock at the Alternate Conversion Price (each, an “Alternate
Conversion”). Additionally, at any time after the Stockholder Approval Date, the Holder may convert any number of Preferred
Shares held by such Holder at the Alternate Optional Conversion Price.
As used herein:
“Alternate
Conversion Price” means, with respect to any Alternate Conversion that price which will be the lowest of (i) the applicable
Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of (x) the
Floor Price (as defined below) and (y) 90% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading Day period ending
and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such period,
the “Alternate Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock
dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common
Stock during such Alternate Conversion Measuring Period.
“Alternate
Conversion Floor Amount” means an amount equal to the product obtained by multiplying (A) the higher of (i) the highest
price that the Common Stock trades at on the Trading Day immediately preceding the relevant Alternate Conversion Date and (ii) the applicable
Alternate Conversion Price and (B) the difference obtained by subtracting (i) the number of shares of Common Stock delivered (or to be
delivered) to such holder on the applicable Share Delivery Deadline (as defined in the Certificate of Designations) with respect to such
Alternate Conversion from (ii) the quotient obtained by dividing (x) the applicable Conversion Amount that such holder has elected to
be the subject of the applicable Alternate Conversion, by (y) the applicable Alternate Conversion Price, without giving effect to the
Floor Price.
“Alternate
Optional Conversion Price” means, with respect to any Alternate Conversion that price which will be the lowest of (i) the
applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater
of (x) the Floor Price and (y) 95% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading Day period ending and
including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such period, the
“Alternate Optional Conversion Measuring Period”). All such determinations to be appropriately adjusted for
any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases
the Common Stock during such Alternate Optional Conversion Measuring Period.
“Floor
Price” means $0.7715 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events),
or, subject to the rules and regulations of the Principal Market (as defined in the Certificate of Designations), such lower price as
the Company and the Required Holders may agree, from time to time.
“Triggering
Event Notice” means written notice from the Company delivered to each holder within two Business Days (as defined in the
Securities Purchase Agreement) after the occurrence of a Triggering Event) that includes (i) a reasonable description of the applicable
Triggering Event, (ii) a certification as to whether, in the reasonable opinion of the Company, such Triggering Event is capable of being
cured and, if applicable, a reasonable description of any existing plans of the Company to cure such Triggering Event and (iii) a certification
as to the date the Triggering Event occurred and, if cured on or prior to the date of such Triggering Event Notice, the applicable Alternate
Conversion Right Expiration Date.
“Triggering
Event” includes, but is not limited to, the following, subject to certain cure periods as set forth in the Certificate of
Designations:
(i) the failure
to file a registration statement for the resale of the shares of Common Stock underlying the Preferred Shares and the Warrants, or the
failure of the applicable registration statement to be declared effective by the SEC, ten (10) days after the applicable deadline;
(ii) the failure
to maintain the effectiveness of a registration statement pursuant to the terms of the Registration Rights Agreement;
(iii) the suspension
from trading or the failure of the Common Stock to be trading or listed (as applicable) on an Eligible Market for a period of five (5)
consecutive Trading Days;
(iv) failure to
cure a Conversion Failure or a Delivery Failure (as defined in the Warrants) by delivery of the required number of shares of Common Stock
within the requisite time frame;
(v) failure to
maintain authorized, but unissued shares equal to 150% of the shares underlying the Preferred Shares and the Warrants;
(vi) failure to
remove any restrictive legend on any certificate or any shares of Common Stock issued to the applicable Holder upon conversion or exercise
(as the case may be) of any Securities (as defined in the Securities Purchase Agreement) acquired by such Holder under the Transaction
Documents as and when required by such Securities or the Securities Purchase Agreement, as applicable, unless otherwise then prohibited
by applicable federal securities laws, and any such failure remains uncured for at least five (5) days;
(vii) the occurrence
of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $500,000 of Indebtedness of the Company
or any of its Subsidiaries (as defined in the Securities Purchase Agreement);
(viii) the institution,
commencement, court order or decree by or against the Company or any Subsidiary of certain bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings for the relief of debtors;
(ix) the commencement
by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it
to the entry of a decree, order, judgment or other similar document in respect of the Company or any Subsidiary in an involuntary case
or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement
of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization
or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment
of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company
or any Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the
execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by
it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the Company or any Subsidiary
in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or
any other similar action under federal, state or foreign law;
(x) the entry by
a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary or involuntary
case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or (ii)
a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt or insolvent, or approving as
properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the Company
or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar document appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any
substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order,
judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a period
of forty-five (45) consecutive days;
(xi) a final judgment
or judgments for the payment of money aggregating in excess of $500,000 are rendered against the Company and/or any of its Subsidiaries
and which judgments are not, within forty-five (45) days after the entry thereof, bonded, discharged, settled or stayed pending appeal,
or are not discharged within forty-five (45) days after the expiration of such stay; provided, however, any judgment which is covered
by insurance or an indemnity from a credit worthy party shall not be included in calculating the $500,000 amount set forth above so long
as the Company provides each Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably
satisfactory to each Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company or such Subsidiary
(as the case may be) will receive the proceeds of such insurance or indemnity within forty-five (45) days of the issuance of such judgment;
(xii) the Company
and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace period, any
payment with respect to any Indebtedness in excess of $500,000 due to any third party (other than, with respect to unsecured Indebtedness
only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by proper proceedings and with respect
to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or is otherwise in breach or violation
of any agreement for monies owed or owing in an amount in excess of $500,000, which breach or violation permits the other party thereto
to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or event that would,
with or without the passage of time or the giving of notice, result in a default or event of default under any agreement binding the Company
or any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the business, assets, operations
(including results thereof), liabilities, properties, condition (including financial condition) or prospects of the Company or any of
its Subsidiaries, individually or in the aggregate;
(xiii) the Company
or any Subsidiary breaches any representation or warranty in any material respect (other than representations or warranties subject to
Material Adverse Effect or materiality, which may not be breached in any respect) or any covenant or other term or condition of any Transaction
Document, except, in the case of a breach of a covenant or other term or condition that is curable, only if such breach remains uncured
for a period of five (5) consecutive Trading Days;
(xiv) a false or
inaccurate certification (including a false or inaccurate deemed certification) by the Company that either (A) the Equity Conditions are
satisfied, (B) there has been no Equity Conditions Failure, or (C) as to whether any Triggering Event has occurred;
(xv) any
breach or failure in any respect by the Company or any Subsidiary to comply with any provision of the covenants listed in the Certificate
of Designations;
(xvi) any Preferred
Shares remain outstanding on or after April 2, 2027;
(xvii) any Change
of Control occurs without the prior written consent of the Required Holders, which consent will not be unreasonably withheld, conditioned
or delayed;
(xviii) any Material
Adverse Effect occurs; or
(xix) any provision
of any Transaction Document will at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding
on or enforceable against the Company, or the validity or enforceability thereof is contested.
Stock Combination Event
Adjustment. In addition to the adjustments set forth above, if at any time and from time to time on or after Stockholder Approval,
there occurs any share split, share dividend, stock combination recapitalization or other similar transaction involving the Common Stock
(each, a “Stock Combination Event”, and such date thereof, the “Stock Combination Event Date”) and
the lowest VWAP during the ten consecutive (10) Trading Day period ending and including the fifth (5) Trading Day immediately preceding
the Stock Combination Event Date (the “Event Market Price”) (provided if the Stock Combination Event is effective after
close of trading on the primary Trading Market, then commencing on the next Trading Day which period will be the “Stock Combination
Adjustment Period”) is less than the Conversion Price then in effect, then at the close of trading on the primary Trading Market
on the last day of the Stock Combination Adjustment Period, the Conversion Price then in effect on such fifth (5th) Trading Day will be
reduced (but in no event increased) to the Event Market Price, but not less than the Floor Price. Notwithstanding the foregoing, if one
or more Stock Combination Events occur prior to Stockholder Approval being obtained and a reduction of the Conversion Price did not occur,
once Stockholder Approval is obtained, the Conversion Price will automatically be reduced to equal the lowest Event Market Price with
respect to any Stock Combination Event that occurred prior to Stockholder Approval being obtained, but not less than the Floor Price.
Adjustments for Variable
Price Security Issuances. If the Company in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock,
Options or Convertible Securities (other than with respect to a Permitted Equity Line (as defined in the Securities Purchase Agreement))
(any such securities, “Variable Price Securities”) after the Subscription Date (as defined in the Certificate of Designations)
that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price
which varies or may vary with the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price,
but exclusive of such formulations reflecting share splits, share combinations and share dividends (each of the formulations for such
variable price being herein referred to as, the “Variable Price”), the Company shall provide written notice thereof
via electronic mail and overnight courier to each Holder on the date of such agreement and/or the issuance of such shares of Common Stock,
Convertible Securities or Options, as applicable. From and after the date the Company enters into such agreement or issues any such Variable
Price Securities, each Holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for
the Conversion Price upon conversion of the Preferred Shares by designating in the Conversion Notice delivered upon any conversion of
Preferred Shares that solely for purposes of such conversion such Holder is relying on the Variable Price rather than the Conversion Price
then in effect. A Holder’s election to rely on a Variable Price for a particular conversion of Preferred Shares shall not obligate
such Holder to rely on a Variable Price for any future conversions of Preferred Shares.
Adjustments
for Dilutive Issuances. If and whenever the Company grants, issues or sells (or enters into any agreement to grant, issue or sell),
or pursuant to the provisions of the Certificate of Designations is deemed to have done any of the foregoing, but excluding any Excluded
Securities (as defined in the Certificate of Designations) granted, issued or sold or deemed to have been granted, issued or sold, any
shares of Common Stock for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion
Price in effect immediately prior to such granting, issuance or sale (such Conversion Price then in effect is referred to herein as the
“Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive
Issuance, the Conversion Price then in effect will be reduced to an amount equal to the New Issuance Price.
Voluntary
Adjustment Right. Subject to the rules and regulations of the Principal Market, the Company has the right, at any time, with the written
consent of the Required Holders, to lower the fixed conversion price to any amount and for any period of time deemed appropriate by the
Board.
Change
of Control Exchange. Upon a change of control of the Company, each holder may require the Company to exchange the holder’s shares
of Series E Preferred Stock for consideration equal to the change of Control Election Price, to be satisfied at the Company’s election
in either (x) cash or (y) rights convertible into such securities or other assets to which such holder would have been entitled with respect
to such shares of Common Stock had such shares of Common Stock been held by such holder upon consummation of such corporate event.
Fundamental
Transactions. The Certificate of Designations prohibits the Company from entering specified fundamental transactions (including, without
limitation, mergers, business combinations and similar transactions) unless the Company (or the Company’s successor) assumes in
writing all of the Company’s obligations under the of Common Stock, except as provided in the transaction documents in the PIPE
Financing.
Redemption
Rights:
Optional
Redemption by the Company. At any time, the Company shall have the right to redeem all, or any part pro rata based on the number of
the Preferred Shares then held by the Holders, of the Preferred Shares then outstanding (the “Company Optional Redemption Amount”)
on the Company Optional Redemption Date (a “Company Optional Redemption”). The Preferred Shares subject to redemption
shall be redeemed by the Company in cash at a price (the “Company Optional Redemption Price”) equal to 25% premium
on the greater of (i) the Conversion Amount being redeemed as of the Company Optional Redemption Date and (ii) the product of (1) the
Conversion Rate with respect to the Conversion Amount being redeemed as of the Company Optional Redemption Date (as defined in the Certificate
of Designations) multiplied by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing
on the date immediately preceding such Company Optional Redemption Notice Date (as defined in the Certificate of Designations) and ending
on the Trading Day immediately prior to the date the Company makes the entire payment required to be made.
Voting
Rights. The holders of the Series E Preferred Stock have no voting power and no right to vote on any matter at any time, either as
a separate series or class or together with any other series or class of share of capital stock, and are not entitled to call a meeting
of such holders for any purpose nor are they entitled to participate in any meeting of the holders of Common Stock, except as provided
in the Certificate of Designations (or as otherwise required by applicable law).
Covenants.
The Certificate of Designations contains a variety of obligations on the Company’s part not to engage in specified activities, which
are typical for transactions of this type. In particular, the Company will not, and will cause the Company’s subsidiaries to not,
redeem, repurchase or declare any dividend or distribution on any of its capital stock (other than as required under the Certificate of
Designations). In addition, the Company will not issue any preferred stock or issue any other securities that would cause a breach or
default under the Certificate of Designations or Warrants.
Ownership
Limitation. In no event may any Preferred Shares be converted (or Warrants be exercised) and shares of Common Stock be issued to any
holder if after giving effect to the issuance of shares of Common Stock upon such conversion of the Preferred Shares (or exercise of the
Warrants), the holder (together with its affiliates, if any) would beneficially own more than 4.99% of the outstanding shares of Common
Stock, which we refer to herein as the “PIPE Blocker”. The PIPE Blocker may be raised or lowered to any other percentage
not in excess of 9.99% at the option of the applicable holder of the Preferred Shares (or Warrants), except that any raise will only be
effective upon 61-days’ prior notice to the Company.
Exchange
Right. If the Company or any of its Subsidiaries consummates any Subsequent Placement (as defined in the Securities Purchase Agreement)
(other than with respect to Excluded Securities ), and a holder elects in writing to the Company to participate in such Subsequent Placement,
each such holder may, at the option of such holder as elected in writing to the Company, exchange all, or any part, of the Preferred Shares
of such holder into the securities in such Subsequent Placement (with the aggregate amount of such securities to be issued in such exchange
equal to such aggregate amount of such securities with a purchase price valued at a 20% premium on the Conversion Amount of the Preferred
Shares delivered by such holder in exchange therefor); provided that any such exchange will be subject to all applicable Nasdaq restrictions.
Reservation
Requirements. So long as any Series E Preferred Stock remains outstanding, the Company will at all times reserve at least 150% of
the number of shares of Common Stock as will from time to time be necessary to effect the conversion of all Preferred Shares then outstanding.
Conditions
Precedent to Closing: As set forth in the Securities Purchase Agreement, the obligations of each party to consummate the PIPE Financing
are conditioned upon, among other things, customary closing conditions.
Warrants
Exercise
Price. The initial exercise price of the Warrants is $3.8576. The exercise price is subject to adjustment for stock splits, combinations
and similar events, and, in the event of stock dividends and splits, the number of shares of Common Stock issuable upon the exercise of
the Warrant also will be adjusted so that the aggregate exercise price will be the same immediately before and immediately after any such
adjustment.
Exercise
Price Adjustments. If on an Adjustment Date (as defined in the Warrants), the exercise price then in effect is greater than the Market
Price then in effect (the “Warrant Adjustment Price”), the exercise price will automatically lower to the Warrant Adjustment
Price. As used herein, “Market Price” means, with respect to any Adjustment Date, the greater of (x) the Floor Price
and (y) the lowest closing price of the Common Stock on the Principal Market on any Trading Day during the five (5) Trading Day period
ended on, and including, the Trading Day ended immediately prior to such applicable Adjustment Date (each, a “Market Price Measuring
Period”). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification
or similar transaction that proportionately decreases or increases the Common Stock during such applicable Market Price Measuring Period.
Only downward adjustments will be made.
Adjustments
for Dilutive Issuances or Variable Price Securities. If and whenever the Company grants, issues or sells (or enters into any agreement
to grant, issue or sell), or pursuant to the provisions of the Warrant is deemed to have done any of the foregoing, but excluding any
Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold any shares of Common Stock for a consideration
price per share (the “Warrant New Issuance Price”) less than a price equal to the exercise price in effect immediately
prior to such granting, issuance or sale (the foregoing a “Warrant Dilutive Issuance”), then, immediately after such
Warrant Dilutive Issuance, the exercise price then in effect will be reduced to an amount equal to the Warrant New Issuance Price.
Additionally,
if the Company grants, issues or sells (or enters into any agreement to grant, issue or sell) securities at a Variable Price (as defined
in the Warrants), the warrant holder shall have the right, but not the obligation, in its sole discretion to exercise the Warrants at
the Variable Price.
Exercise
Period. The Warrants are exercisable beginning on the issuance date (the “Initial Exercisability Date”) and expiring
on the third anniversary of the Initial Exercisability Date. The Warrants require “buy-in” payments to be made by us for failure
to deliver any shares of Common Stock issuable upon exercise.
Cashless
Exercise. If at the time of exercise of the Warrants on or after six months and one day from issuance, there is no effective registration
statement registering the shares of the Common Stock underlying the Warrants, such Warrants may be exercised on a cashless basis pursuant
to their terms.
Purchase
Rights; Participation Rights. If the Company issues options, convertible securities, warrants, shares, or similar securities to holders
of the Company shares of the Company Common Stock, each Warrant holder has the right to acquire the same as if the holder had exercised
its Warrant. The holders of the Warrants are entitled to receive any dividends paid or distributions made to the holders of the Company’s
shares of Common Stock on an “as if converted” basis.
Fundamental
Transactions. The Warrants prohibit the Company from entering into specified fundamental transactions unless the successor entity
assumes all of the Company obligations under the Warrants under a written agreement before the transaction is completed. Upon specified
corporate events, a Warrant holder will thereafter have the right to receive upon an exercise such shares, securities, cash, assets or
any other property whatsoever which the holder would have been entitled to receive upon the happening of the applicable corporate event
had the Warrant been exercised immediately prior to the applicable corporate event. When there is a transaction involving specified changes
of control, a Warrant holder will have the right to force the Company to repurchase the holder’s Warrant for a purchase price in
cash equal to the Black Scholes value, as calculated under the Warrants, of the then unexercised portion of the Warrant.
Registration Rights
Agreement
The
PIPE Investors have been granted certain customary registration rights in connection with the PIPE Financing with respect to the shares
of Common Stock underlying the Series E Preferred Stock and Warrant pursuant to a registration rights statement, in the form annexed hereto
as Exhibit 10.2 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company has
agreed to file a registration statement to register the shares of Common Stock underlying the Series E Preferred Stock and Warrants within
45 days after the closing of the Securities Purchase Agreement and to have such registration statement effective within 120 days of such
closing (or 90 days of such closing if the Company is notified by the Securities and Exchange Commission that such registration statement
will not be reviewed or subject to further review).
Item 3.02. Unregistered
Sales of Equity Securities.
The
information provided in Item 1.01 with respect to the issuances of the PIPE Securities pursuant to the Securities Purchase Agreement is
incorporated herein by reference. The issuance of all such PIPE Securities will not be registered under the Securities Act in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder,
or under any state securities laws. The Company relied on this exemption from registration in entering into the Securities Purchase Agreement
and will rely upon this exemption from registration in issuing such securities based in part on representations made by the PIPE Investors.
The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy
the securities described herein.
Item 9.01 Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Designations authorizing the issuance of the Series E Preferred Stock, |
| 4.1 |
|
Form of Warrant |
| 10.1+ |
|
Form of Securities Purchase Agreement dated October 1, 2025 relating to the sale of the Series E Preferred Stock and Warrants |
| 10.2+ |
|
Form of Registration Rights Agreement dated as of October 1, 2025 relating to the resale of the shares of Common Stock underlying the Series E Preferred Stock and Warrants |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| + | Certain schedules, exhibits and similar attachments have been
omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and
Exchange Commission or its staff upon request. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
Onconetix, Inc. |
| |
|
|
| Date: October 3, 2025 |
By: |
/s/ Karina M. Fedasz |
| |
|
Karina M. Fedasz |
| |
|
Interim Chief Executive Officer and Interim Chief Financial Officer |
