Onconetix vote authorizes 1-for-2 to 1-for-15 reverse split

Q: How many shares did ONCO stockholders approve for Series F conversion?

Stockholders approved issuance of up to 154,856,150 shares of common stock, subject to adjustment, upon conversion of Series F Preferred Stock issued to an investor in a private placement that closed July 29, 2026.

Available on EDGAR 11/12/2026 - 06:07 AM EST Accepted by SEC EDGAR 11/12/2026 - 06:05 AM EST

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Onconetix, Inc. stockholders approved all five proposals at the November 10, 2026 annual meeting. They approved, subject to adjustment, issuance of up to 154,856,150 common shares upon conversion of Series F Preferred Stock issued to an investor in a private placement that closed July 29, 2026. Stockholders also authorized the Board, in its sole discretion, to set a reverse-split ratio from 1-for-2 to 1-for-15 and complete it no later than the meeting’s one-year anniversary.

Stockholders elected Josh Epstein as a Class II director for a three-year term expiring at the 2029 annual meeting, ratified MaloneBailey, LLP as independent registered public accounting firm for fiscal 2026, and approved adjournment if needed to solicit additional proxies. Onconetix reported 5,241,486 common shares outstanding as of September 29, 2026, the record date. The reverse-split proposal received 1,789,725 votes for and 448,644 against.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 1 point

How the balance works

Positive

None.

Negative

Moderate pointSeries F conversion: up to 154,856,150 shares approved for issuance.

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, or exhibit attachments filed with this report.

Key Figures

Series F conversion issuance approved: Up to 154,856,150 shares Approved reverse-split ratio range: 1-for-2 to 1-for-15 Reverse-split completion deadline: No later than one year after November 10, 2026 +3 more

6 metrics

Series F conversion issuance approved Up to 154,856,150 shares Common shares issuable upon conversion of Series F Preferred Stock, subject to adjustment

Approved reverse-split ratio range 1-for-2 to 1-for-15 The Board has discretion to determine the exact ratio

Reverse-split completion deadline No later than one year after November 10, 2026 Deadline approved at the annual meeting

Common shares outstanding 5,241,486 shares As of September 29, 2026, the annual meeting record date

Reverse-split proposal votes 1,789,725 for; 448,644 against; 6,162 abstentions Annual meeting results

Series F proposal votes 1,074,708 for; 195,729 against; 4,945 abstentions Annual meeting results

Key Terms

reverse stock split, Series F Preferred Stock, Broker Non-Votes, Nasdaq Listing Rule 5635

4 terms

reverse stock split financial

"effect a reverse stock split of all outstanding shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Series F Preferred Stock financial

"upon conversion of the Company’s Series F Preferred Stock"

Series F preferred stock is a class of company shares that gives holders priority over common shareholders for dividend payments and for getting money back if the company is sold or liquidated, much like a ticket that moves you to the front of the line. These shares often carry a fixed dividend and special rights—sometimes including conversion into common stock—so investors consider them when weighing income, downside protection and potential ownership dilution.

Broker Non-Votes financial

"Abstentions | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Nasdaq Listing Rule 5635 regulatory

"in accordance with Nasdaq Listing Rule 5635"

Nasdaq Listing Rule 5635 is a stock-exchange rule that requires a listed company to get shareholder approval before issuing a large number of new shares or other securities that can convert into shares or carry voting power beyond set thresholds. Investors should care because these approvals prevent unexpected dilution of existing ownership and sudden shifts in voting control—think of it like needing agreement from current owners before cutting the pizza into many more slices that shrink each person’s piece.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reverse stock split did ONCO stockholders approve?

Stockholders approved giving the Board discretionary authority to amend the certificate to effect a reverse split of all outstanding common stock at a ratio from 1-for-2 to 1-for-15. The Board will determine the exact ratio, and the split must be completed no later than the one-year anniversary of the November 10, 2026 annual meeting.

How many shares did ONCO stockholders approve for Series F conversion?

Stockholders approved issuance of up to 154,856,150 shares of common stock, subject to adjustment, upon conversion of Series F Preferred Stock issued to an investor in a private placement that closed July 29, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): November 10, 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)		(I.R.S. 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 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 November 10, 2026, Onconetix, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting were:

(1) the election of Josh Epstein to serve as a Class II director on the Company’s Board of Directors (the “Board”) for a three-year term that expires at the 2029 Annual Meeting of Stockholders, or until his successor is elected and qualified (the “Director Election Proposal”);

(2) the approval, in accordance with Nasdaq Listing Rule 5635, the issuance of up to 154,856,150 shares of the Company’s Common Stock, par value $0.00001 per share (“Common Stock”) subject to adjustment, upon conversion of the Company’s Series F Preferred Stock, par value $0.00001 per share, issued to an investor in a private placement transaction which closed on July 29, 2026 (the “Series F PIPE Proposal”);

(3) the grant of discretionary authority to the Board to amend the Company’s Amended and Restated Certificate of Incorporation in order to effect a reverse stock split of all outstanding shares of the Company’s Common Stock, at a ratio in the range of 1-for-2 to 1-for-15 (the “Reverse Stock Split”), with the exact ratio to be determined by the Board in its sole discretion, provided that the Reverse Stock Split is completed no later than the one year anniversary date of the Annual Meeting (the “Reverse Stock Split Proposal”);

(4) the ratification of the appointment by the Board of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”); and

(5) the approval of the adjournment of the Annual Meeting if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve any one or more of the foregoing proposals (the “Adjournment Proposal”).

At the Annual Meeting, all of the matters voted on were approved, based upon an aggregate of 5,241,486 shares of Common Stock outstanding as of September 29, 2026, the record date for the Annual Meeting. The final voting results were as follows:

1. Director Election Proposal