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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 29, 2025 (October 23, 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 5.08. Shareholder Director Nominations.
As disclosed in the Preliminary Proxy Statement on Schedule 14A (the
“Proxy Statement”) filed by Onconetix, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”)
on October 29, 2025, the Company’s Board of Directors determined on October 23, 2025 that the 2025 annual meeting of stockholders
(the “Annual Meeting”) shall be held at 10:00 a.m. Eastern Time on December 5, 2025 at the offices of Ellenoff Grossman &
Schole LLP, 1345 6th Ave, New York, NY 10105.
Because the Company is holding
the 2025 Annual Meeting more than 60 days subsequent to the anniversary of last year’s Annual Meeting of Shareholders, as provided
in Rule 14a-8 of the Securities Exchange Act of 1934, as amended (Rule 14a-8), the Company is hereby providing the date by which shareholder
proposals must be received by the Company to be included in the proxy statement for the 2025 Annual Meeting.
Deadline for Rule 14a-8
Stockholder Proposals
To be considered for inclusion
in proxy materials for the 2025 Annual Meeting, stockholder proposals submitted pursuant to Rule 14a-8 and intended to be presented at
the Annual Meeting must be received by the Company at 201 E. Fifth Street, Suite 1900 Cincinnati, Ohio no later than the close of business
on November 10, 2025. Any proposal received after such date will be considered untimely. All Rule 14a-8 proposals must be in compliance
with applicable laws and regulations in order to be considered for inclusion in the Company’s proxy materials for the 2025 Annual
Meeting. The public announcement of an adjournment or postponement of the date of the Annual Meeting will not commence a new time period
(or extend any time period) for submitting a proposal pursuant to Rule 14a-8.
Advance Notice Deadline
for Director Nominations
To be considered for inclusion
in proxy materials for the 2025 Annual Meeting to bring nominations for directors, any such nominations must be received by the Company
at the same address provided above no later than the close of business on November 10, 2025. Any proposal received after such date will
be considered untimely.
Further, to comply with the
universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide
notice that sets forth the information required by Rule 14a-19 under the Exchange Act by November 10, 2025.
1
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 29, 2025 |
By: |
/s/ Karina M. Fedasz |
| |
|
Karina M. Fedasz |
| |
|
Interim Chief Executive Officer and Interim Chief Financial Officer |
2
