[SCHEDULE 13G/A] Onconetix, Inc. Amended Passive Investment Disclosure
Onconetix: Keystone reports 6.32% ownership
Potential shares excluded from the reported amount include warrants, preferred-stock conversion shares and purchase-agreement shares, all subject to a 4.99% issuance restriction.
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Onconetix, Inc. is the subject of an amended ownership statement in which Keystone Capital Partners, LLC, RANZ Group LLC and Fredric Zaino each report beneficial ownership of 419,298 common shares, or 6.32%. The statement also says each has ceased to be a beneficial owner of more than 5% of the common stock. The reported percentages use 5,241,486 shares outstanding as of September 29, 2026, and holdings as of September 30, 2026.
RANZ Group and Zaino are reported with shared voting and dispositive power over Keystone’s 419,298 shares; both disclaim beneficial ownership except to the extent of any pecuniary interest. The reported amount excludes 1,214,208 shares issuable upon warrant exercise, 19,494 shares issuable upon preferred-stock conversion at an alternate conversion price of $0.51, and 97,726,577 shares issuable under a common stock purchase agreement. Issuance of those shares is prohibited if it would result in ownership above 4.99%.
Key Figures
Reported beneficial ownership:419,298 sharesReported ownership percentage:6.32%Common shares outstanding:5,241,486 shares+5 more
8 metrics
Reported beneficial ownership419,298 sharesReported for each of the three reporting persons
Reported ownership percentage6.32%Reported for each person; the statement also says each ceased to be a beneficial owner of more than 5%
Common shares outstanding5,241,486 sharesAs of September 29, 2026
Shares issuable upon warrant exercise1,214,208 sharesHeld by Keystone and excluded from the reported beneficial ownership amount
Shares issuable upon preferred-stock conversion19,494 sharesBased on an alternate conversion price of $0.51; excluded from the reported amount
Shares issuable under common stock purchase agreement97,726,577 sharesExcluded from the reported beneficial ownership amount
Beneficial ownership threshold for issuance restriction4.99%Issuance is prohibited if it would result in the holder beneficially owning more than this percentage
Alternate conversion price$0.51Price used for the preferred-stock conversion share amount
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powertechnical
"Shared voting power 419,298"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powertechnical
"Shared dispositive power 419,298"
alternate conversion pricefinancial
"based on an alternate conversion price of $0.51"
pecuniary interestfinancial
"except to the extent of any pecuniary interest therein"
common stock purchase agreementfinancial
"pursuant to a common stock purchase agreement"
A common stock purchase agreement is a legal contract that spells out the deal when someone buys ordinary shares in a company, specifying how many shares, the price, payment method, and any conditions for the sale. For investors it matters because it defines ownership rights, timing and protections—like a receipt plus rules for a big purchase—so it determines how and when an investor actually acquires voting power and potential returns.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many ONCO shares does each reporting person report?
Each reports 419,298 shares of Onconetix common stock and 6.32% beneficial ownership. The statement separately says each has ceased to be a beneficial owner of more than 5%.
Which potential shares are excluded from the ONCO ownership amount?
The excluded amounts are 1,214,208 shares issuable upon warrant exercise, 19,494 shares issuable upon preferred-stock conversion at an alternate conversion price of $0.51, and 97,726,577 shares issuable under a common stock purchase agreement. Issuance is prohibited if it would result in ownership above 4.99%.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Onconetix, Inc.
(Name of Issuer)
Common stock, par value $0.00001 per share
(Title of Class of Securities)
68237Q401
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
68237Q401
1
Names of Reporting Persons
Keystone Capital Partners, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
419,298.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
419,298.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
419,298.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.32 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentages used herein are calculated based upon (i) 5,241,486 shares of common stock outstanding as of September 29, 2026, as reported by the Company in its Definitive Proxy Statement dated October 7, 2026, filed with the SEC on October 7, 2026 and (i) the shares of common stock held by such reporting person as of September 30, 2026. Amount beneficially owned excludes (i) 1,214,208 shares issuable upon exercise of warrants held by Keystone, (ii) 19,494 shares issuable upon conversion of shares of preferred stock held by Keystone, based on an alternate conversion price of $0.51, and (iii) 97,726,577 shares issuable pursuant to a common stock purchase agreement by and between the Company and Keystone, which in each case are subject to a prohibition on issuance if such issuance would result in the holder beneficially owning over 4.99% of the common stock.
As of the date hereof, Keystone Capital Partners, LLC has ceased to be the beneficial owner of more than 5 percent of the common stock.
SCHEDULE 13G
CUSIP Number(s):
68237Q401
1
Names of Reporting Persons
RANZ Group LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
419,298.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
419,298.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
419,298.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.32 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentages used herein are calculated based upon (i) 5,241,486 shares of common stock outstanding as of September 29, 2026, as reported by the Company in its Definitive Proxy Statement dated October 7, 2026, filed with the SEC on October 7, 2026 and (i) the shares of common stock held by such reporting person as of September 30, 2026. Amount beneficially owned excludes (i) 1,214,208 shares issuable upon exercise of warrants held by Keystone, (ii) 19,494 shares issuable upon conversion of shares of preferred stock held by Keystone, based on an alternate conversion price of $0.51, and (iii) 97,726,577 shares issuable pursuant to a common stock purchase agreement by and between the Company and Keystone, which in each case are subject to a prohibition on issuance if such issuance would result in the holder beneficially owning over 4.99% of the common stock.
As of the date hereof, RANZ Group LLC has ceased to be the beneficial owner of more than 5 percent of the common stock.
SCHEDULE 13G
CUSIP Number(s):
68237Q401
1
Names of Reporting Persons
Fredric Zaino
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
419,298.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
419,298.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
419,298.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.32 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentages used herein are calculated based upon (i) 5,241,486 shares of common stock outstanding as of September 29, 2026, as reported by the Company in its Definitive Proxy Statement dated October 7, 2026, filed with the SEC on October 7, 2026 and (i) the shares of common stock held by such reporting person as of September 30, 2026. Amount beneficially owned excludes (i) 1,214,208 shares issuable upon exercise of warrants held by Keystone, (ii) 19,494 shares issuable upon conversion of shares of preferred stock held by Keystone, based on an alternate conversion price of $0.51, and (iii) 97,726,577 shares issuable pursuant to a common stock purchase agreement by and between the Company and Keystone, which in each case are subject to a prohibition on issuance if such issuance would result in the holder beneficially owning over 4.99% of the common stock.
As of the date hereof, Mr. Zaino has ceased to be the beneficial owner of more than 5 percent of the common stock.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Onconetix, Inc.
(b)
Address of issuer's principal executive offices:
201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 45202
Item 2.
(a)
Name of person filing:
This statement is filed on behalf of the following persons with respect to shares of common stock of the Company acquired by them (the "Shares"):
(i) Keystone Capital Partners, LLC, Delaware limited liability company ("Keystone"), with respect to Shares beneficially owned by it;
(ii) RANZ Group LLC, a Delaware limited liability company ("RANZ Group"), with respect to Shares beneficially owned by it; and
(iii) Fredric Zaino, an individual ("Mr. Zaino"), with respect to Shares beneficially owned by him.
The foregoing persons are hereinafter referred to collectively as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
RANZ Group and Mr. Zaino do not own any Shares directly. Keystone is managed by RANZ Group. RANZ Group maintains investment and voting power with respect to the securities held or controlled by Keystone. Fredric Zaino, an individual, controls RANZ Group. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, RANZ Group and Mr. Zaino may be deemed to own beneficially all of the Shares (constituting approximately 6.32% of the shares outstanding). Each of RANZ Group and Mr. Zaino disclaim beneficial ownership of any of the securities covered by this statement, except to the extent of any pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
139 Fulton Street, Suite 412, New York, NY 10038
(c)
Citizenship:
Keystone is a Delaware limited liability company. RANZ Group is a Delaware limited liability company. Mr. Zaino is a United States citizen.
(d)
Title of class of securities:
Common stock, par value $0.00001 per share
(e)
CUSIP No.:
68237Q401
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Keystone: 419,298
RANZ Group: 419,298
Mr. Zaino: 419,298
(b)
Percent of class:
Keystone: 6.32%
RANZ Group: 6.32%
Mr. Zaino: 6.32%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Keystone: 0
RANZ Group: 0
Mr. Zaino: 0
(ii) Shared power to vote or to direct the vote:
Keystone: 419,298
RANZ Group: 419,298
Mr. Zaino: 419,298
(iii) Sole power to dispose or to direct the disposition of:
Keystone: 0
RANZ Group: 0
Mr. Zaino: 0
(iv) Shared power to dispose or to direct the disposition of:
Keystone: 419,298
RANZ Group: 419,298
Mr. Zaino: 419,298
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Keystone Capital Partners, LLC
Signature:
/s/ Fredric Zaino
Name/Title:
Fredric Zaino, as Managing Member of Keystone Capital Partners, LLC, as the CIO of Keystone Capital Partners, LLC
Date:
11/05/2026
RANZ Group LLC
Signature:
/s/ Fredric Zaino
Name/Title:
Fredric Zaino, as Managing Member of RANZ Group LLC
Date:
11/05/2026
Fredric Zaino
Signature:
/s/ Fredric Zaino
Name/Title:
Fredric Zaino, individually
Date:
11/05/2026
Exhibit Information
The Joint Filing Agreement filed as Exhibit 99.1 to the Schedule 13G filed on July 27, 2026 is incorporated herein by reference.
