[Form 4] Onconetix, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Andrew Oakley, a non-employee director of Onconetix, Inc. (ONCO), reported changes to his restricted stock awards. A restricted stock award originally granted March 23, 2025 was modified on August 15, 2025 to change the vesting date from August 31, 2025 to August 31, 2026, contingent on continued service as a non-employee director. The filing shows an additional restricted stock award of 618 shares granted that vests August 31, 2026 under the issuer's 2022 Equity Incentive Plan. The amounts are presented on a post 1-for-85 reverse split basis effected June 13, 2025, and total beneficial ownership following the transactions is 638 shares.

Insights

Financial Analyst

TL;DR: Director stock awards were adjusted to extend vesting by one year; total post-split beneficial ownership reported as 638 shares.

The filing documents a modification of an existing restricted stock award and the grant of a new restricted stock award to a director under the company's 2022 Equity Incentive Plan. The modification delays vesting from August 31, 2025 to August 31, 2026 and the new award vests on the same later date, both conditional on continued service as a non-employee director. The report also discloses that share amounts are presented after a 1-for-85 reverse split completed June 13, 2025. For investors, these are governance and compensation disclosures rather than operating results.

Corporate Governance Expert

TL;DR: Compensation timing for a non-employee director was extended; this is a routine equity-based retention adjustment.

The amendment described is limited to vesting timing of restricted stock awards for a director and does not indicate a change in award quantum beyond the post-split share counts. The filing clarifies condition for vesting is continued service through August 31, 2026. The reverse split disclosure ensures share counts are comparable. This disclosure is procedural and governance-related; it does not report managerial departures, new authority changes, or material corporate actions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Oakley Andrew John

(Last) (First) (Middle)

C/O ONCONETIX, INC.

201 E. FIFTH STREET, SUITE 1900

(Street)

CINCINNATI OH 45202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Onconetix, Inc. [ ONCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/15/2025		J		20(1)(2)	A	$0	20(2)	D
Common Stock	08/15/2025		A		618(3)	A	$0	638	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a restricted stock award originally granted to the Reporting Person on March 23, 2025 pursuant to the Issuer's 2022 Equity Incentive Plan, as amended ("2022 Plan" and the grant on such date, the "Original Award"). On August 15, 2025, the Original Award was modified to change the vesting terms, such that the award, which was to vest in full on August 31, 2025, was changed to vest in full on August 31, 2026, so long as the Reporting Person continues to serve as a non-employee director of the Issuer until such date. Except as set forth herein, the Original Award remains unmodified.

2. On June 13, 2025, the Issuer effected a 1-for-85 reverse split of its Common Stock. The amounts set forth herein are presented on a post-split basis.

3. Represents a restricted stock award granted to the Reporting Person pursuant to the 2022 Plan. The award will vest in full on August 31, 2026 so long as the Reporting Person continues to serve as a non-employee director of the Issuer until such date.

	/s/ Andrew Oakley	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What change did Andrew Oakley report on Onconetix (ONCO)?

The reporting person modified a restricted stock award to change the vesting date from August 31, 2025 to August 31, 2026, and reported an additional restricted stock award that vests on August 31, 2026.

How many Onconetix shares does the filing show after the transactions?

The filing shows total beneficial ownership of 638 shares following the reported transactions (amounts presented post-reverse split).

Were the share amounts adjusted for any corporate action?

Yes. The amounts are presented on a post-split basis following a 1-for-85 reverse split effected June 13, 2025.

What condition must be met for the modified awards to vest?

Both the modified award and the additional award vest in full on August 31, 2026 only if the reporting person continues to serve as a non-employee director through that date.

When was the Form 4 signed by the reporting person?

The Form 4 bears the reporting person's signature dated 08/19/2025.