Onconetix, Inc. Files 8-K: Material Agreement & Equity Sales
Ticker: ONCO · Form: 8-K · Filed: Jul 11, 2024 · CIK: 1782107
Sentiment: neutral
Topics: material-agreement, equity-sale, corporate-filing
TL;DR
Onconetix filed an 8-K on 7/11/24 detailing a material agreement and equity sales.
AI Summary
Onconetix, Inc. announced on July 11, 2024, that it entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and provided Regulation FD disclosures. The filing includes financial statements and exhibits related to these events.
Why It Matters
This 8-K filing indicates significant corporate activity for Onconetix, Inc., including a material definitive agreement and equity transactions, which could impact its financial standing and strategic direction.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.
Key Players & Entities
- Onconetix, Inc. (company) — Registrant
- July 11, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 001-41294 (commission_file_number) — SEC File Number
- 201 E. Fifth Street, Suite 1900 (address) — Business and Mail Address
- Cincinnati, OH 45202 (address) — City, State, Zip
- Blue Water Biotech, Inc. (company) — Former Company Name
- Blue Water Vaccines Inc. (company) — Former Company Name
FAQ
What is the nature of the Material Definitive Agreement Onconetix, Inc. entered into?
The filing states that Onconetix, Inc. entered into a Material Definitive Agreement on July 11, 2024, but the specific details of the agreement are not provided in the provided text.
When was Onconetix, Inc. previously known as Blue Water Biotech, Inc. and Blue Water Vaccines Inc.?
Onconetix, Inc. was formerly known as Blue Water Biotech, Inc. as of April 24, 2023, and Blue Water Vaccines Inc. as of July 10, 2019.
What is the primary business of Onconetix, Inc. according to its SIC code?
Onconetix, Inc.'s Standard Industrial Classification (SIC) code is 2834, which corresponds to Pharmaceutical Preparations.
What are the key items reported in this 8-K filing?
The key items reported in this 8-K filing are: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Regulation FD Disclosure, and Financial Statements and Exhibits.
Where is Onconetix, Inc. headquartered?
Onconetix, Inc.'s business and mail address is listed as 201 E. Fifth Street, Suite 1900, Cincinnati, OH 45202.
Filing Stats: 2,194 words · 9 min read · ~7 pages · Grade level 14.1 · Accepted 2024-07-11 08:31:06
Key Financial Figures
- $0.00001 — ch registered Common Stock, par value $0.00001 per share ONCO The Nasdaq Stock Mar
- $2.546 — tock at the original exercise prices of $2.546 and $1.09 per share, issued on August 1
- $1.09 — original exercise prices of $2.546 and $1.09 per share, issued on August 11, 2022 an
- $0.15 — n stock, at a reduced exercise price of $0.15 per share, in consideration for the Com
- $1,118,796 — gregate gross proceeds of approximately $1,118,796 from the exercise of the Existing PIOs
- $50,000 — issuance of the Inducement PIOs, up to $50,000 for fees and expenses of legal counsel
- $35,000 — n-accountable expenses in the amount of $35,000 for non-accountable expenses. The Compa
- $0.1875 — s except for an exercise price equal to $0.1875 per share and a term of five (5) years
Filing Documents
- ea0209277-8k_onconetix.htm (8-K) — 40KB
- ea020927701ex4-1_onconetix.htm (EX-4.1) — 111KB
- ea020927701ex10-1_onconetix.htm (EX-10.1) — 53KB
- ea020927701ex99-1_onconetix.htm (EX-99.1) — 12KB
- 0001213900-24-060635.txt ( ) — 439KB
- onco-20240711.xsd (EX-101.SCH) — 3KB
- onco-20240711_lab.xml (EX-101.LAB) — 33KB
- onco-20240711_pre.xml (EX-101.PRE) — 22KB
- ea0209277-8k_onconetix_htm.xml (XML) — 4KB
01 Entry into a Merial Definitive Agreement
Item 1.01 Entry into a Merial Definitive Agreement. On July 11, 2024, Onconetix, Inc., a Delaware corporation (the "Company"), entered into common stock preferred investment options exercise inducement offer letters (the "Inducement Letter") with certain holders of existing preferred investment options ("PIOs") to purchase shares of the Company's common stock at the original exercise prices of $2.546 and $1.09 per share, issued on August 11, 2022 and August 2, 2023, respectively (collectively, the "Existing PIOs"), pursuant to which the holders agreed to exercise for cash their Existing PIOs to purchase an aggregate of 7,458,642 of the Company's common stock, at a reduced exercise price of $0.15 per share, in consideration for the Company's agreement to issue new PIOs (the "Inducement PIOs") to purchase up to an aggregate of 22,375,926 shares of the Company's common stock (the "Inducement PIO Shares"). The Company expects to receive aggregate gross proceeds of approximately $1,118,796 from the exercise of the Existing PIOs by the holders and the sale of the Inducement PIOs, before deducting placement agent fees and other offering expenses payable by the Company. The Company expects to use the net proceeds of these transactions for general corporate and working capital purposes. The closing of the transactions contemplated pursuant to the Inducement Letter is expected to occur on July 12, 2024 (the "Closing Date"), subject to satisfaction of customary closing conditions. The Company engaged H.C. Wainwright & Co., LLC ("Wainwright") to act as its exclusive placement agent in connection with the transactions summarized herein and will pay Wainwright a cash fee equal to 7.5% of the gross proceeds received from the exercise of the Existing PIOs as well as a management fee equal to 1.0% of the gross proceeds from the exercise of the Existing PIOs. The Company also agreed to reimburse Wainwright for its expenses in connection with the exercise of the Existing PIOs and t
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. The Company issued the Inducement PIOs and the Placement Agent Warrants pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), available under Section 4(a)(2). Neither the issuance of the Inducement PIOs, the Placement Agent Warrants nor the Inducement PIO Shares or the Placement Agent Warrant Shares have been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The description of the Inducement PIOs under Item 1.01 of this Form 8-K is incorporated by reference herein. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On July 11, 2024, the Company issued a press release announcing the Company's entry into the Inducement Letter (the "Press Release"). The Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in this Item 7.01 of this Current Report and the Press Release being furnished herewith shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act. The information contained in this Item 7.01 and in the Press Release shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 4.1 Form of Inducement PIO 10.1 Form of Inducement Letter 99.1 Press Release, dated July 11, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Onconetix, Inc. July 11, 2024 By: /s/ Karina Fedasz Name: Karina Fedasz Title: Interim Chief Financial Officer 4