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Onconetix, Inc. S-1 Filings

ONCO NASDAQ

Every S-1 that Onconetix, Inc. (ONCO) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A S-1 covers the registration statement a company files to sell shares publicly, so if you follow ONCO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ONCO filings page.

Rhea-AI Summary

Onconetix, Inc. (ONCO) has filed an amended Form S-1 to register the resale of up to 100,000,000 shares of common stock issuable upon conversion of a portion of its Series F Preferred Stock held by Seven Knots LLC, which is deemed an underwriter. These shares are issuable at an initial conversion price of $0.9767 per share, subject to adjustment, and are limited by Nasdaq’s 19.99% “Exchange Cap” and a 4.99%–9.99% beneficial ownership cap. Onconetix is not selling shares itself and will receive no proceeds from resales under this prospectus, though it previously received $30.25 million in value when issuing the Series F Preferred.

The filing highlights that shares outstanding were 4,380,522 before this offering and would be 104,380,522 assuming all registered shares are issued, indicating substantial potential dilution. Onconetix reports being a commercial-stage oncology-focused biotech centered on its Proclarix diagnostic, having abandoned ENTADFI and fully impaired related assets. As of June 30, 2026, it had $5.9 million in cash, $3.6 million in working capital, and an accumulated deficit of $138.3 million, with management disclosing substantial doubt about its ability to continue as a going concern without significant additional capital, including from equity lines with Keystone Capital and the PIPE investor.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

Onconetix, Inc. filed Amendment No. 1 to its Form S-1 registration statement, mainly to add a new legal opinion as Exhibit 5.1 from Ellenoff Grossman & Schole LLP regarding the legality of the securities being registered. The amendment is described as an exhibit-only filing, with the remainder of the registration statement unchanged and omitted from this document.

The filing states that the proposed sale of securities may occur from time to time after the registration statement becomes effective. It also lists extensive corporate, financing, equity plan, and commercial agreements as exhibits and is signed on behalf of Onconetix by Chief Executive Officer David A. White and other directors and officers.

Rhea-AI Summary

Onconetix, Inc. files an S-1 registering 25,000,000 shares of common stock for resale by Keystone Capital Partners under an equity line of credit. The company is not selling these shares itself but may receive up to $25.0 million as it issues stock to Keystone.

Through April 24, 2026, Onconetix sold about 701,933 split-adjusted shares under the equity line for roughly $8.1 million. As of December 31, 2025, it reported cash of about $5.2 million, a working capital deficit of roughly $3.1 million, and an accumulated deficit near $131.2 million, leading auditors to raise substantial doubt about its ability to continue as a going concern.

The filing also highlights a pending Share Exchange Agreement with Realbotix that could give Realbotix’s owner 75%–90% of fully diluted shares depending on Onconetix’s net cash at closing, implying major future dilution alongside existing PIPE financings and a recent one-for-five reverse stock split.

Rhea-AI Summary

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.

Rhea-AI Summary

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.