Onconetix, Inc. filings document the regulatory record of a Nasdaq-listed biotechnology company focused on men's health and oncology diagnostics. Registration statements, amendments, proxy materials, and current reports describe securities offerings, preferred stock and warrant terms, common-stock structure, shareholder voting matters, and reverse-stock-split authorizations.
The company's SEC reports also disclose governance changes, board and executive appointments, material agreements, operating and financial results, clinical or regulatory matters, and risk factors related to its commercial-stage biotechnology business and Proclarix prostate cancer diagnostic.
Onconetix, Inc. has filed a Form S-1 to register for resale up to 100,000,000 shares of common stock for selling stockholders. These shares are issuable upon conversion of a portion of 37,812 shares of Series F preferred stock sold in a July 2026 PIPE financing at an aggregate purchase price of $30,249,600, with an initial conversion price of $0.9767 per share.
The company is not selling any shares in this offering and will receive no proceeds from resales. The registered amount equals 2,532% of the 3,949,107 common shares outstanding as of August 10, 2026; assuming full issuance, shares outstanding would rise to 103,949,107. Issuance is constrained by Nasdaq’s 19.99% Exchange Cap and 4.99%–9.99% beneficial ownership limits, so only 789,426 shares are currently issuable absent stockholder approval.
Onconetix highlights a challenging financial position: net losses of $14.0 million in 2025 and an accumulated deficit of $135.4 million as of March 31, 2026, with cash of about $3.7 million on March 31, 2026 and $5.4 million on August 10, 2026. The company discloses substantial doubt about its ability to continue as a going concern and expects to rely on equity line facilities and additional capital raises while pursuing commercialization of its Proclarix prostate cancer diagnostic and a pending Realbotix share exchange transaction.
Onconetix, Inc. outlines a development at its pending acquisition target, Realbotix LLC, which has agreed with a recognized streaming platform to feature one of its humanoid robots as a robotic character in an upcoming episode of a popular Emmy-awarded television series. This adds entertainment to Realbotix’s existing deployments in education, healthcare, hospitality, and customer engagement, illustrating broader use cases for its AI-powered humanoid robotics across physical and software experiences.
On February 12, 2026, Onconetix entered into a definitive share exchange agreement to acquire 100% of the issued and outstanding equity interests of Realbotix LLC in an all-stock transaction. The combined company is expected to trade on Nasdaq after closing, anticipated in the second half of 2026, subject to Onconetix stockholder approval, required regulatory approvals, and other closing conditions. Onconetix also reiterates that it plans to file a Registration Statement on Form S-4, including a Proxy Statement/Prospectus, and cautions investors regarding forward-looking statements and related risks.
Onconetix, Inc. entered into a PIPE financing with an accredited investor to sell 37,812 shares of Series F convertible preferred stock for an aggregate $30,249,600. Up to 42,000 Series F shares are authorized, each with a $1,000 Stated Value. The Series F ranks senior to common stock, pays Default Dividends at 15.0% per annum on the Stated Value following Triggering Events, and is initially convertible into common stock at $0.9767 per share, with customary anti‑dilution adjustments and conversion ownership limits generally between 4.99% and 9.99%. The company may redeem shares for cash at 125% of the greater of the Conversion Amount or a market-based value and must reserve at least 150% of the shares needed for conversion.
Separately, Onconetix agreed a Common Stock Purchase Agreement for a committed equity facility of up to the lesser of $750,000,000 and 19.99% of shares outstanding, subject to a 4.99% beneficial ownership cap for the ELOC investor. A $30,000,000 commitment fee will be applied to the Series F purchase. Registration Rights Agreements require filing resale registration statements within 45 days and effectiveness within 90 or 120 days, with cash penalties of 1% of each holder’s purchase price every 30 days for certain registration failures. The Series F issuance relies on Section 4(a)(2) and Rule 506 of Regulation D exemptions.
Onconetix, Inc. has a Schedule 13G reporting that Keystone Capital Partners, LLC, together with RANZ Group LLC and Fredric Zaino, collectively report beneficial ownership of 223,717 shares of common stock. This represents approximately 6.1% of the 3,691,492 shares outstanding as of June 5, 2026.
The shares are held through Keystone, which is managed by RANZ Group and controlled by Mr. Zaino. All three reporting persons share voting and dispositive power over the 223,717 shares and have no sole voting or dispositive power. They note additional securities—warrants, preferred stock, and a common stock purchase agreement—are subject to a 4.99% beneficial ownership limitation and are excluded from the reported ownership.
Onconetix summarized Realbotix’s announcement that Realbotix has partnered with Bloom Procurement Services to launch an evidence-based UK pilot deploying socially assistive humanoid robots in care settings in Northeast England to address elderly loneliness and evaluate wellbeing, engagement, and cognitive indicators. Realbotix is now an accredited supplier on Bloom’s public sector marketplace.
Onconetix reiterates its definitive share exchange agreement to acquire 100% of Realbotix LLC in an all-stock transaction announced February 12, 2026. Closing is anticipated in the second half of 2026, subject to shareholder and regulatory approvals and other closing conditions.
Onconetix, Inc. disclosed progress on its pending acquisition of Realbotix LLC and summarized Realbotix’s launch of an AI teacher’s assistant and humanoid-robot pilot in Salamanca City Central School District. The pilot deploys Optio and an M-Series humanoid robot and is planned to expand to approximately 500 high school students in Fall 2026. Onconetix said it entered into a definitive share exchange agreement to acquire Realbotix LLC; closing is anticipated in the second half of 2026, subject to Onconetix shareholder approval, required regulatory approvals, and other closing conditions.
The communication is informational and notes that Onconetix intends to file a Registration Statement on Form S-4 that will include the Proxy Statement/Prospectus related to the proposed transaction.
Onconetix, Inc. registered 100,000,000 shares of Common Stock for resale on behalf of Keystone Capital Partners, LLC under an equity line of credit (ELOC). The registration covers shares that have been or may be issued to Keystone under an October 2, 2024 ELOC Purchase Agreement.
The company states it will not sell securities under this prospectus and will not receive proceeds from secondary sales by Keystone under this registration. Separately, Onconetix may receive up to $25 million in aggregate gross proceeds from sales to Keystone under the ELOC; through June 5, 2026, approximately 2.6 million split-adjusted shares were sold for aggregate proceeds of about $11.3 million. Shares outstanding were 3,691,492 prior to this registration; issuance of all 100,000,000 registrable shares would imply 103,691,492 shares outstanding on the stated assumptions.
Onconetix, Inc. is registering 100,000,000 shares of common stock for resale by Keystone Capital Partners under an equity line of credit. These shares may be issued to Keystone over time under a $25 million ELOC, then resold into the market.
As of June 5, 2026, 3,691,492 shares were outstanding; issuing all ELOC shares would raise that to 103,691,492, implying very significant dilution. Through June 5, 2026, about 2.6 million split-adjusted shares had already been sold under the ELOC for roughly $11.3 million in proceeds.
The company is commercializing its Proclarix prostate cancer diagnostic but has abandoned ENTADFI and fully impaired those assets. It reported a 2025 net loss of about $15.5 million and had cash of approximately $3.7 million at March 31, 2026 and $6.5 million at June 5, 2026, with an accumulated deficit near $135.4 million and explicit “substantial doubt” about its ability to continue as a going concern.
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.