Onconetix Sells Unregistered Equity, Enters Material Agreement

Ticker: ONCO · Form: 8-K · Filed: Jan 29, 2024 · CIK: 1782107

Complexity: simple

Sentiment: mixed

Topics: equity-offering, material-agreement, capital-raise, dilution

TL;DR

**Onconetix just sold new shares, expect dilution.**

AI Summary

On January 23, 2024, Onconetix, Inc. entered into a material definitive agreement and completed unregistered sales of equity securities. This filing indicates the company is raising capital, likely to fund its operations as a pharmaceutical preparations company. For investors, this means potential dilution of existing shares due to the issuance of new equity, which could impact share price and ownership percentage.

Why It Matters

This filing signals Onconetix is actively raising capital through equity sales, which can dilute existing shareholders' ownership and potentially impact the stock price.

Risk Assessment

Risk Level: medium — The sale of unregistered equity securities often indicates a capital raise, which can lead to dilution for existing shareholders and potential downward pressure on the stock price.

Analyst Insight

A smart investor would monitor subsequent filings for details on the material agreement and the terms of the unregistered equity sales to assess the extent of dilution and the purpose of the capital raise.

Key Players & Entities

Forward-Looking Statements

FAQ

What was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 23, 2024.

What specific items were reported in this 8-K filing by Onconetix, Inc.?

Onconetix, Inc. reported 'Entry into a Material Definitive Agreement' and 'Unregistered Sales of Equity Securities' under Item Information.

What is the business address of Onconetix, Inc. as stated in the filing?

The business address of Onconetix, Inc. is 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 45202.

What is the Central Index Key (CIK) for Onconetix, Inc.?

The Central Index Key (CIK) for Onconetix, Inc. is 0001782107.

What was Onconetix, Inc.'s former company name and when did it change?

Onconetix, Inc.'s former company name was Blue Water Biotech, Inc., and the date of that name change was 20230424. Before that, it was Blue Water Vaccines Inc., with a name change date of 20190710.

Filing Stats: 672 words · 3 min read · ~2 pages · Grade level 10.6 · Accepted 2024-01-29 16:30:47

Key Financial Figures

Filing Documents

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2024 Onconetix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41294 83-2262816 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 201 E. Fifth Street , Suite 1900 Cincinnati , Ohio 45202 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: ( 513 ) 620-4101 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, par value $0.00001 per share ONCO The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 ( 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. As previously reported in a Current Report on Form 8-K/A filed with the Securities and Exchange Commission on December 27, 2023, Onconetix, Inc. (the "Company") entered into a Subscription Agreement (the "Subscription Agreement") with an investor (the "Investor") for a private placement of $5.0 million (the "Aggregate Purchase Price") of units (the "Units"), each Unit comprised of (i) one share of the Company's common stock, par value $0.0001 per share (the "Common Stock") and (ii) one pre-funded warrant to purchase 0.3 shares of Common Stock at an exercise price of $0.001 per share. On January 23, 2024, the Company issued a non-convertible debenture (the "Debenture") to the Investor in the principal sum of $5.0 million, the payment of which shall offset the Aggregate Purchase Price for the Units pursuant to the Subscription Agreement. The Debenture has an interest rate of 4.0% per annum, and the principal and accrued interest are repayable in full upon the earlier of (i) the closing under the Subscription Agreement and (ii) June 30, 2024. Additionally, the $5.0 million subscription amount under the Subscription Agreement shall be increased by the amount of interest payable under the Debenture. A copy of the Debenture is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the Debenture is qualified in its entirety by reference thereto. Item 3.02 Unregistered Sales of Equity Securities. The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the Debenture was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended and/or Regulation D promulgated thereunder. Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 Debenture, dated January 23, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Onconetix, Inc. Date: January 29, 2024 By: /s/ Bruce Harmon Bruce Harmon Chief Financial Officer 2

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