Onconetix (NASDAQ: ONCO) holders back reverse split, adjournment

Rhea-AI Filing Summary

Onconetix, Inc. reported results from a special stockholder meeting held on February 3, 2026. Stockholders approved a reverse stock split proposal, with 562,803 votes for, 123,144 against, and 986 abstentions. They also approved an adjournment proposal, with 567,357 votes for, 118,604 against, and 972 abstentions.

The votes were cast based on 1,555,015 shares of common stock outstanding as of December 12, 2025, the record date for the meeting.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): February 3, 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 5.07 Submission of Matters to a Vote of Security Holders.

On February 3, 2026, Onconetic, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). The matters voted on at the Special Meeting were:

(1) the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of all of the outstanding shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), 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 of Directors without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal”)

(2) the approval the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Reverse Stock Split Proposal. (the “Adjournment Proposal”)

At the Special Meeting, all of the matters voted on were approved, based upon an aggregate of 1,555,015 shares of Common Stock outstanding as of December 12, 2025, the record date for the Special Meeting. The final voting results were as follows:

1. Reverse Stock Split Proposal

The votes were cast for this matter as follows:

Votes For				Votes Against				Abstentions
	562,803				123,144				986

2. The Adjournment Proposal.

The votes were cast for this matter as follows:

Votes For				Votes Against				Abstentions
	567,357				118,604				972

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
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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.
February 9, 2026	By:	/s/ Karina M. Fedasz
	Name:	Karina M. Fedasz
	Title:	Interim Chief Executive Officer and Interim Chief Financial Officer

2

FAQ

What did Onconetix (ONCO) stockholders approve at the February 3, 2026 special meeting?

Onconetix stockholders approved a reverse stock split proposal and an adjournment proposal. The reverse split proposal received 562,803 votes for, 123,144 against, and 986 abstentions, while the adjournment proposal received 567,357 votes for, 118,604 against, and 972 abstentions.

How many Onconetix (ONCO) shares were eligible to vote at the special meeting?

A total of 1,555,015 shares of Onconetix common stock were outstanding as of December 12, 2025, the record date. These shares formed the voting base for the February 3, 2026 special meeting proposals reported in the filing.

What were the vote results for the Onconetix (ONCO) reverse stock split proposal?

The reverse stock split proposal at Onconetix received 562,803 votes for, 123,144 votes against, and 986 abstentions. These results show that a majority of votes cast supported authorizing a reverse stock split of the company’s common stock.

How did Onconetix (ONCO) stockholders vote on the adjournment proposal?

Onconetix stockholders approved the adjournment proposal with 567,357 votes for, 118,604 votes against, and 972 abstentions. This approval allowed the company flexibility to adjourn and reconvene the meeting if needed under the terms of the proposal.

When was the Onconetix (ONCO) special meeting held and what was the record date?

The Onconetix special meeting of stockholders was held on February 3, 2026. The record date determining which stockholders could vote was December 12, 2025, based on shares of common stock outstanding on that date.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB