Onconetix (ONCO) enacts 1-for-10 reverse split to support Nasdaq listing
Rhea-AI Filing Summary
Onconetix, Inc. is implementing a 1-for-10 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on May 21, 2026. The move is intended to help the company meet Nasdaq’s $1.00 minimum bid price requirement for continued listing.
Every 10 shares of issued and outstanding common stock will automatically convert into one share, reducing outstanding shares from approximately 11.4 million to 1.14 million, with no change to authorized shares or par value. Fractional shares will not be issued; affected holders will receive a cash payment based on the prior-day closing price.
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Insights
Onconetix enacts a 1-for-10 reverse split to support Nasdaq listing status.
Onconetix’s board approved a 1-for-10 reverse stock split, cutting outstanding common shares from about 11.4 million to 1.14 million. This recapitalization does not change total authorized shares or par value and is mainly a share-count consolidation.
The company states the split is intended to meet the Nasdaq Capital Market’s $1.00 minimum bid price requirement. Economic ownership remains proportionally the same for most investors, though fractional positions are cashed out based on the closing price before effectiveness. Actual impact will depend on future trading and continued compliance.
8-K Event Classification
Key Figures
Key Terms
reverse stock split financial
minimum bid price requirement regulatory
Nasdaq Capital Market regulatory
CUSIP number financial
equity awards financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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 May 4, 2026, Onconetix, Inc. (the "Company”) held a special meeting of stockholders (the "Special Meeting”) on April 30, 2026. At the Special Meeting, the Company’s stockholders approved the proposal to grant discretionary authority to the Company’s Board of Directors (the “Board”) to amend the Company’s Amended and Restated Certificate of Incorporation, as amended to date (the "Charter”), in order to effect reverse stock splits 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-ten (1:10) at any time prior to the one-year anniversary date of the Special Meeting, with such ratio to be determined by the Board, provided that the Company shall not effect reverse stock splits that, in the aggregate, exceed 1-for-100 (the "Reverse Stock Split Proposal”).
On May 8, 2026, the Board determined to fix a reverse stock split ratio of its Common Stock of 1-for-10 (the "Reverse Stock Split”). On May 20, 2026, the Company expects to file an amendment to its Charter with the Secretary of State of the State of Delaware (the “Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on May 21, 2026 (the "Effective Time”). The Company’s Common Stock will begin trading on a split-adjusted basis when the Nasdaq Stock Market opens on May 21, 2026 under the symbol ONCO, under a new CUSIP number, 68237Q 401. The Reverse Stock Split is primarily intended to bring the Company into compliance with The Nasdaq Stock Market, LLC’s rule on minimum bid price requirements.
At the Effective Time, every 10 (ten) shares of the Company’s issued and outstanding Common Stock will convert 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 will have their shares automatically adjusted to reflect the 1-for-10 Reverse Stock Split. It is 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 will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split would result in a stockholder owning a fractional share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be 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 May 20, 2026 (with such closing sale price being adjusted to give effect to the Reverse Stock Split). The Reverse Stock Split will reduce the number of outstanding shares of the Company’s common stock from approximately 11.4 million to approximately 1.14 million.
Proportional adjustments will be 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.
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Item 8.01 Other Events.
On May 19, 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 May 19, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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. | ||
| May 19, 2026 | By: | /s/ David Allan White |
| Name: | David Allan White | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
Onconetix, Inc. Announces 1-for-10 Reverse Stock Split
CINCINNATI, Ohio, May 19, 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 oncology, today announced that its Board of Directors (the “Board of Directors” or “Board”) has approved a 1-for-10 reverse stock split of its outstanding shares of common stock, to be effective as of 12:01 a.m. Eastern Time on May 21, 2026.
On April 30, 2026, Onconetix held a special meeting of stockholders (the “Special Meeting”), at which the Company’s stockholders approved a proposal to effect one or more reverse splits, at a ratio in the range of 1-for-2 to 1-for-10, 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, provided that the Company shall not effect reverse stock splits that, in the aggregate, exceed 1-for-100. Since the receipt of such stockholder approval, the Company’s Board of Directors has determined to fix a split ratio of 1-for-10 shares. The Company’s common stock will begin trading on a reverse stock split-adjusted basis at the opening of the market on May 21, 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 401. 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 10 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 May 21, 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 11.4 million to approximately 1.14 million.
About Onconetix, Inc.
Onconetix (Nasdaq: ONCO) is a commercial stage biotechnology company focused on the research, development and commercialization of innovative solutions. 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; and our ability to comply with the continued listing requirements of, and remain trading on, the Nasdaq Stock Market, LLC. 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