Welcome to our dedicated page for Onconetix SEC filings (Ticker: ONCO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Onconetix, Inc. (Nasdaq: ONCO) SEC filings page on Stock Titan brings together the company’s official regulatory disclosures, offering a structured view of how this commercial-stage biotechnology company reports on its men’s health and oncology business. Onconetix’s filings span registration statements, current reports, and proxy materials, each providing different angles on its operations, capital structure, and governance.
Through registration statements on Form S‑1 and S‑1/A, Onconetix details equity financing arrangements such as PIPE transactions involving Series D and Series E convertible preferred stock and associated warrants, as well as an equity line of credit with Keystone Capital Partners. These documents describe the number of shares registered for resale, conversion and exercise prices, and the company’s status as a smaller reporting company and emerging growth company. They also explain the impact of the company’s 1‑for‑85 reverse stock split on share counts and per‑share data.
Current reports on Form 8‑K provide timely disclosure of material events, including PIPE financing closings, licensing agreements, promissory notes, Nasdaq listing notices, and strategic transactions. For example, 8‑K filings describe the terms of the Series D and Series E preferred stock and warrants, the licensing agreement between Proteomedix and Immunovia related to the PancreaSure pancreatic cancer test, and amendments and waivers associated with promissory notes tied to the ENTADFI asset acquisition.
The company’s definitive proxy statement on Schedule 14A outlines proposals for stockholder approval, such as director elections, ratification of the independent registered public accounting firm, and approvals required under Nasdaq rules for issuing common stock upon conversion of preferred stock and exercise of warrants. These materials also confirm the date and location of the annual meeting and summarize the board’s recommendations.
On Stock Titan, each new 10‑K, 10‑Q, 8‑K, S‑1, DEF 14A, or other filing is captured as it becomes available from EDGAR. AI-powered tools can be used to highlight key sections, such as risk factors, descriptions of Proclarix and ENTADFI, financing terms, and Nasdaq compliance disclosures. Users interested in insider activity can also review Form 4 filings, when available, to see reported transactions by directors and officers.
By using this page, investors and researchers can quickly locate Onconetix’s quarterly and annual reports, capital raising disclosures, and governance documents, and rely on AI summaries to interpret complex sections without reading every page of the underlying filings.
Onconetix, Inc. filed its annual report describing a pivot to men’s health diagnostics centered on Proclarix, a blood test for clinically significant prostate cancer, while warning of serious liquidity pressure. Proclarix generated only $23,091 of revenue in 2025, so the business remains early-stage and loss‑making.
As of December 31, 2025, Onconetix reported cash of $5.2 million, a working capital deficit of about $3.1 million, an accumulated deficit of roughly $131.2 million, and operating cash use of about $9.7 million in 2025; cash was $3.6 million as of March 11, 2026. Management concludes these factors raise substantial doubt about the company’s ability to continue as a going concern.
The company abandoned commercialization of ENTADFI, fully impaired those assets, settled about $8.8 million of related Veru notes through a mix of cash and securities, and now relies on external financing. A Share Exchange Agreement with Realbotix could transfer 75–90% of fully diluted equity to the seller, depending on Net Cash at closing, and requires at least $12.5 million of Net Cash plus a committed $125.0 million equity line. Onconetix previously regained Nasdaq compliance through a 1‑for‑85 reverse stock split and is under panel monitoring until July 7, 2026.
Onconetix, Inc. has signed a Share Exchange Agreement to acquire Realbotix, LLC in an all-stock transaction. Onconetix will issue new common shares so that the seller will own between 75% and 90% of the fully diluted shares, depending on Onconetix’s closing Net Cash level between $12.5 million and $20.0 million or more. Closing requires at least $12.5 million of Net Cash, a stockholder-approved S-4 registration and proxy process, Nasdaq listing compliance, and an equity line agreement for up to $125.0 million of Onconetix common stock. After closing, the combined company’s board will have five directors, four designated by Realbotix, and Realbotix’s management team will remain in place. Realbotix develops AI-powered humanoid robots for customer service, hospitality, healthcare and other applications, with multilingual and advanced vision capabilities.
Onconetix, Inc. is entering a definitive all‑stock share exchange to acquire 100% of Realbotix LLC, a U.S.-based AI-powered humanoid robotics company. At closing, Realbotix’s seller is expected to own between 75% and 90% of Onconetix’s fully diluted shares, depending on Onconetix’s Net Cash at closing. Ownership steps down from 90% to 75% as Net Cash increases from $12.5 million to at least $20 million. Closing conditions include a minimum $12.5 million Net Cash balance, an equity line agreement for up to $125 million of common stock purchases, conversion or amendment of Onconetix preferred and other convertible securities, shareholder approval, a fairness opinion, and required regulatory consents. After closing, Realbotix’s management team remains in place and four of five board seats will be designated by Realbotix. The combined company is expected to trade on Nasdaq and shift focus toward Realbotix’s AI-powered humanoid robotics business.
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.
Onconetix, Inc. is registering 29,778,195 shares of common stock for resale by existing investors. These shares include stock issuable from its recent Series D and Series E PIPE preferred financings and related warrants. Onconetix will not sell any shares in this offering and will only receive cash if the PIPE warrants are exercised for cash.
The company is a commercial-stage biotechnology business now focused on Proclarix, a prostate cancer blood test already approved for sale in the European Union. It has abandoned commercialization of its ENTADFI prostate treatment and fully impaired those assets. To support operations, Onconetix completed Series D and Series E PIPE financings in 2025, raising about $9.3 million and $6.3 million in cash, and maintains an equity line of credit.
Despite these steps, the company reported a net loss of $19.7 million for the nine months ended September 30, 2025 and an accumulated deficit of $136.9 million. Cash was approximately $0.8 million as of September 30, 2025 and $5.5 million as of December 16, 2025, and management discloses substantial doubt about its ability to continue as a going concern without significant additional funding.
Onconetix, Inc. director Sarah Romano filed an initial insider ownership statement reporting that she beneficially owns no company securities as of December 5, 2025.
The filing identifies her as a director, not a 10% owner or officer, and notes that the form is filed by one reporting person. Both the non-derivative and derivative securities tables show no holdings, consistent with the explanation that no securities are beneficially owned.
Onconetix, Inc. reported a wider quarterly loss and reiterated going‑concern risks. Q3 revenue was $303,651 versus $406,859 a year ago, and the net loss was $8,783,702 versus $3,827,405. For the first nine months, revenue totaled $511,775 compared with $1,812,140 last year, with a net loss of $19,702,029.
Cash was $836,556 and working capital deficit about $15.0 million as of September 30, 2025; management disclosed cash of about $6.1 million as of November 10, 2025. The company closed a Series D financing in Q3 and a Series E in October, and settled Veru notes, recognizing a $5.38 million loss on extinguishment of note payable and a $2.54 million loss on issuance of preferred stock and warrants in Q3.
Year‑to‑date, goodwill impairment was $11.5 million, leaving goodwill at $18,180,299. Fair‑value liabilities at quarter‑end included $12,815,000 warrant liabilities and $988,000 derivative liabilities. Management states there is substantial doubt about the ability to continue as a going concern despite recent financings.
Onconetix, Inc. filed a prospectus registering up to 5,100,000 shares of common stock for resale by Keystone Capital Partners under an equity line of credit (“ELOC”). We are not selling any securities in this offering, and will not receive proceeds from sales by the selling stockholder. Separately, the company may sell shares to Keystone under the ELOC and may receive up to $25.0 million in aggregate gross proceeds, subject to market-driven pricing and other limitations.
Through November 7, 2025, the company sold approximately 661,762 shares under the ELOC for aggregate proceeds of about $7.1 million. Our common stock last closed at $2.74 on Nasdaq. As of November 7, 2025, 1,555,010 shares were outstanding. The purchase price to Keystone is based on prevailing market prices as defined in the agreement, and resales by Keystone could create dilution and affect the stock price. Under the ELOC, 30% of gross proceeds from each sale must be applied to redeem Series C Preferred Stock.
Onconetix, Inc. called its annual meeting for December 5, 2025 at 10:00 a.m. ET in New York. Holders of Common Stock at the close of business on October 21, 2025 are entitled to vote.
Stockholders will vote on: (1) electing directors (including Thomas Meier and nominee Sarah Romano); (2) the Series D PIPE Proposal; (3) the Series E PIPE Proposal; (4) ratifying the appointment of MaloneBailey as independent auditor; and (5) an adjournment proposal. The Board unanimously recommends voting FOR all items.
The Company states that Nasdaq Rule 5635(a) requires approval because the Series D and Series E preferred and related warrants could result in issuances exceeding 20% of voting power or outstanding shares; conversions or exercises at certain adjusted prices will not occur until stockholder approval. Directors are elected by plurality; other items require a majority of votes cast with a quorum of one-third of eligible Common Stock. There were 1,555,010 shares of Common Stock outstanding as of the record date.
Onconetix, Inc. filed a Form S‑1 registering 22,071,891 shares of common stock for resale by selling stockholders. These shares include stock issuable upon conversion of Series D and Series E preferred stock and upon exercise of related PIPE warrants. The company is not selling any securities in this registration.
Onconetix will not receive proceeds from any resale by selling stockholders or from conversions of preferred shares; it will receive cash only if PIPE warrants are exercised for cash. The Series D instruments carry a conversion/exercise price of $3.6896, and the Series E instruments carry a conversion/exercise price of $3.8576, each subject to adjustment, with warrants expiring three years from issuance. A beneficial ownership cap limits conversions/exercises to 4.99%, adjustable up to 9.99% with notice.
Common stock outstanding was 1,555,010 shares prior to this offering. ONCO is listed on Nasdaq; the last reported sale price was $3.16 on November 3, 2025. Selling stockholders may sell from time to time at market or negotiated prices.