Onconetix (NASDAQ: ONCO) consolidates shares in 1-for-5 reverse split
Rhea-AI Filing Summary
Onconetix, Inc. has implemented a 1-for-5 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on March 25, 2026. The company’s shares continue to trade on The Nasdaq Capital Market under the symbol ONCO with a new CUSIP number 68237Q 302.
Every five issued and outstanding shares of common stock were automatically converted into one share, with no change to the par value and no reduction in the number of authorized shares. The reverse split reduced the number of issued and outstanding shares from 3,464,686 to 692,927 and is intended to help the company maintain compliance with Nasdaq’s $1.00 minimum bid price requirement.
No fractional shares were issued; instead, stockholders entitled to a fractional share receive cash based on the closing sale price on March 24, 2026, adjusted for the split. Proportional adjustments were also made to equity awards, convertible preferred stock, and warrants.
Positive
- None.
Negative
- None.
Insights
Onconetix consolidates shares via 1-for-5 reverse split to support Nasdaq bid-price compliance.
The reverse stock split converts every five outstanding common shares into one share, cutting issued and outstanding shares from 3,464,686 to 692,927 without changing authorized shares or par value. This is a structural change to the equity base, not to the underlying business.
The company states that the split is intended to enable compliance with Nasdaq’s $1.00 minimum bid price requirement for continued listing. The action also proportionally adjusts equity awards, convertible preferred stock and warrants, preserving relative economic positions aside from cash in lieu of fractional shares.
Actual market impact depends on post-split trading, but the filing confirms that ONCO continues to trade on The Nasdaq Capital Market under a new CUSIP and on a split-adjusted basis from March 25, 2026. Subsequent disclosures may show whether the bid price requirement remains satisfied over time.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
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 | ||
| The |
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 reported on a Current Report on Form 8-K filed on February 9, 2026, Onconetix, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) on February 3, 2026. At the Special Meeting, the Company’s stockholders approved the adoption and approval of an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended to date (the “Charter”), to effect a reverse stock split of all of the outstanding shares of its issued and outstanding common stock, par value $0.00001 (the “Common Stock”), at a ratio in the range of one-for-two (1:2) to one-for-fifty (1:50) at any time prior to the one-year anniversary date of the Special Meeting, with such ratio to be determined by the Board (the “Reverse Stock Split Proposal”),.
On March 6, 2026, the Board determined to fix a reverse stock split ratio of its Common Stock of 1-to-5 (the “Reverse Stock Split”). On March 24, 2026, the Company filed the Amendment to its Charter with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Reverse Stock Split became effective in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on March 25, 2026 (the “Effective Time”). The Company’s Common Stock continues to trade on The Nasdaq Capital Market under the symbol ONCO and has been trading on a split-adjusted basis since the market opened on March 25, 2026, under a new CUSIP number, 68237Q 302.
At the Effective Time, every 5 (five) shares of the Company’s issued and outstanding Common Stock had converted automatically into one (1) issued and outstanding share of Common Stock, with no corresponding reduction in the number of authorized shares of Common Stock, and without any change in the par value per share. Stockholders holding shares through a brokerage account had their shares automatically adjusted to reflect the 1-for-5 Reverse Stock Split. It was not necessary for stockholders holding shares of the Common Stock in certificated form to exchange their existing stock certificates for new stock certificates of the Company in connection with the Reverse Stock Split, although stockholders may do so if they wish.
The Reverse Stock Split affected all stockholders uniformly and has not altered any stockholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split would have resulted in a stockholder owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would have otherwise 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 date prior to the effective date of the Reverse Stock Split, or March 24, 2026 (with such closing sale price being adjusted to give effect to the Reverse Stock Split). The Reverse Stock Split reduced the number of shares of Common Stock issued and outstanding from 3,464,686 to 692,927 shares. Proportional adjustments were made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s equity awards, convertible preferred stock and warrants, as well as the applicable exercise price. 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.
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 by reference herein.
1
Item 8.01 Other Events.
On March 23, 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.
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. | |
| 99.1 | Press Release, dated March 23, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
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. | ||
| March 26, 2026 | By: | /s/ David Allan White |
| Name: | David Allan White | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
Onconetix, Inc. Announces 1-for-5 Reverse Stock Split
CINCINNATI, Ohio, March 23, 2026 (GLOBE NEWSWIRE) -- Onconetix, Inc. (NASDAQ: ONCO) (“Onconetix” or the “Company”), a commercial-stage biotechnology company focused on the research, development, and commercialization of innovative solutions for men’s health and oncology, today announced that its Board of Directors (the “Board of Directors” or “Board”) has approved a 1-for-5 reverse stock split of its outstanding shares of common stock, to be effective as of 12:01 a.m. Eastern Time on March 25, 2026.
On February 3, 2026, Onconetix held a special meeting of stockholders (the “Special Meeting”), at which the Company’s stockholders approved a proposal to effect a reverse split, at a ratio in the range of 1-for-2 to 1-for-50, at any time prior to the one-year anniversary date of the Special Meeting, with such ratio to be determined by the Board without further approval or authorization of the stockholders. Since the receipt of such stockholder approval, the Company’s Board of Directors has determined to fix a split ratio of 1-for-5 shares. The Company’s common stock will begin trading on a reverse stock split-adjusted basis at the opening of the market on March 25, 2026. Following the reverse stock split, the Company’s common stock will continue to trade on The Nasdaq Capital Market under the symbol “ONCO” under the new CUSIP number 68237Q 302. The reverse stock split is intended to enable the Company to maintain compliance with the minimum bid price requirement of $1.00 per share of common stock for continued listing on The Nasdaq Capital Market.
At the effective time of the reverse split, every 5 issued and outstanding shares of the Company’s common stock will be converted automatically into one share of the Company’s common stock without any change in the par value per share. No fractional shares will be issued in connection with the reverse stock split, and fractional shares resulting from the reverse stock split will be canceled with the holders thereof receiving cash compensation. The amount of compensation will be determined by multiplying the fractional share by the closing price per share of the Company’s common stock on The Nasdaq Capital Market at the close of business on the trading day prior to the effective date of the reserve stock split, or March 24, 2026. The reverse split will have no effect on the number of authorized shares of the Company’s common stock, and the ownership percentage of each stockholder will remain unchanged other than as a result of fractional shares. The reverse stock split will additionally apply to the Company’s common stock issuable upon exercise or conversion of the Company’s equity awards, convertible preferred stock and warrants, as well as the applicable exercise price.
The reverse stock split will reduce the number of outstanding shares of the Company’s common stock from approximately 3.6 million to approximately 0.7 million.
About Onconetix, Inc.
Onconetix (Nasdaq: ONCO) is a commercial stage biotechnology company focused on the research, development and commercialization of innovative solutions for men’s health and oncology. Onconetix owns Proclarix®, an in vitro diagnostic test for prostate cancer originally developed by Proteomedix and approved for sale in the European Union (“EU”) under the IVDR, which it anticipates will be marketed in the U.S. as a lab developed test (“LDT”) 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 (including, without limitation, statements regarding the timing and effectiveness of the anticipated reverse split and compliance with applicable Nasdaq continued listing requirements) are based on Onconetix’s current expectations and actual results could differ materially. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, market and other conditions; our ability to comply with the continued listing requirements of, and remain trading on, the Nasdaq Stock Market, LLC; our ability to consummate the transaction on a timely basis as contemplated by the Share Exchange Agreement with Realbotix, LLC (“Realbotix” and the “Share Exchange Agreement” and the transactions contemplated therein, the “Realbotix Transaction”) and the anticipated benefits of the Realbotix Transaction; our ability to complete the Realbotix Transactions on the same term as contemplated in the Share Exchange Agreement; our ability to successfully integrate our business and Realbotix’s business in the expected timeframe; risks related to unexpected market disruptions that may cause major losses to us not anticipated under the Share Exchange Agreement; risks related to pending Realbotix Transactions that may divert the attention of our management; the failure to obtain and maintain the necessary regulatory approvals to market and commercialize Onconetix’s products; risks related to the Company’s ability to obtain and maintain intellectual property protection for its current products; and the Company’s reliance on third parties, including manufacturers and logistics companies. As with any commercial-stage pharmaceutical product or any product candidate under clinical development, there are significant risks in the development, regulatory approval and commercialization of biotechnology products. Onconetix does not undertake an obligation to update or revise any forward-looking statement. 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 of Onconetix’s 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 thereof.
For more information:
Onconetix, Inc.
201 E. Fifth Street, Suite 1900
Cincinnati, OH 45202
Phone: (513) 620-4101
Investor Contact Information:
Onconetix Investor Relations
Email: investors@onconetix.com
FAQ
What reverse stock split did Onconetix (ONCO) implement in March 2026?
Why did Onconetix (ONCO) carry out a reverse stock split?
Did the Onconetix reverse split change ONCO’s Nasdaq listing or ticker?
How did the reverse split impact Onconetix equity awards and warrants?
Filing Exhibits & Attachments
5 documents