Onconetix Faces Delisting Concerns

TL;DR

Onconetix might be getting kicked off the exchange, big trouble brewing.

AI Summary

Onconetix, Inc. filed an 8-K on September 24, 2024, reporting a notice of delisting or failure to satisfy a continued listing rule. The company previously operated as Blue Water Biotech, Inc. and Blue Water Vaccines Inc. The filing also covers unregistered sales of equity securities and material modifications to security holder rights.

Why It Matters

This filing indicates potential financial distress or non-compliance with exchange rules, which could significantly impact the company's stock value and future operations.

Risk Assessment

Risk Level: high — The notice of delisting or failure to satisfy a continued listing rule is a severe indicator of financial instability or non-compliance.

Key Players & Entities

• Onconetix, Inc. (company) — Registrant
• Blue Water Biotech, Inc. (company) — Former company name
• Blue Water Vaccines Inc. (company) — Former company name
• September 18, 2024 (date) — Earliest event reported date
• September 24, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.00001 — h registered Common Stock, par value $0.00001 per share ONCO The Nasdaq Stock Mar
• $1.00 b — mpany's non-compliance with the minimum $1.00 bid price requirement set forth in Nasdaq
• $4.00 m — Nasdaq Listing Rule 5110, including the $4.00 minimum closing bid price requirement, an
• $0.04 — of Common Stock at an exercise price of $0.04 per share. The Warrants are immediately

Filing Documents

• ea0215560-8k_onconetix.htm (8-K) — 42KB
• ea021556001ex3-1_onconetix.htm (EX-3.1) — 7KB
• ea021556001ex4-1_onconetix.htm (EX-4.1) — 78KB
• 0001213900-24-081482.txt ( ) — 326KB
• onco-20240918.xsd (EX-101.SCH) — 3KB
• onco-20240918_lab.xml (EX-101.LAB) — 33KB
• onco-20240918_pre.xml (EX-101.PRE) — 22KB
• ea0215560-8k_onconetix_htm.xml (XML) — 4KB

01 Notice of Delisting or Failure

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On September 18, 2024, the Company r eceived formal notice from the Listing Qualifications Staff (the " Staff ") of The Nasdaq Stock Market LLC (" Nasdaq ") that the Company's securities were subject to delisting due to the Company's non-compliance with the minimum $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(1) (the " Continued Listing Bid Price Rule ") upon the expiration of the applicable grace period on September 16, 2024. Importantly, however, on September 19, 2024, the Staff notified the Company that it had determined that the Company would satisfy the initial listing criteria applicable to the Company upon completion of the "change of control" resulting from the issuance of additional common shares to the Sellers upon conversion of the Series B Preferred Stock , as required by Nasdaq Listing Rule 5110, including the $4.00 minimum closing bid price requirement, and approved the Company's initial listing application. As a result of the Staff's September 19, 2024, listing approval, the Company's non-compliance with the Continued Listing Bid Price Rule was rendered moot and the matter has been closed.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities Conversion of Series A Preferred Stock On September 24, 2024, the Company issued an aggregate of 142,749 post-Reverse Stock Split shares of common stock, par value $0.00001 (the " Common Stock "), to Veru Inc. (" Veru "), following Veru's election to convert all of the 3,000 shares of Series A preferred stock (" Series A Preferred Stock ") of the Company issued to it on September 29, 2023. The Series A Preferred Stock was originally issued to Veru pursuant to an Amendment to Asset Purchase Agreement, dated September 29, 2023, between the Company and Veru. The 142,749 shares of Common Stock were issued to Veru without registration under the Securities Act of 1933, as amended (the " Securities Act "), in reliance on the exemption provided by Section 3(a)(9) thereunder. Conversion of Series B Preferred Stock On September 24, 2024, the Company issued an aggregate of 6,741,820 post-Reverse Stock Split shares of Common Stock to certain stockholders of the Company (the " PMX Converted Shares ") who were formerly holders of outstanding capital stock or convertible securities (the " Sellers ") of Proteomedix AG (" Proteomedix "), pursuant to the automatic conversion of all the 2,696,729 shares of Series B preferred stock (" Series B Preferred Stock ") of the Company issued to the Sellers on December 15, 2023. The Series B Preferred Stock was originally issued to the Sellers pursuant to a Share Exchange Agreement, dated December 15, 2023, between the Company, Proteomedix and the Sellers (the " Share Exchange Agreement "), and were subject to automatic conversion following (i) the Company's receipt of stockholder approval for the issuance of the PMX Converted Shares and (ii) the effectiveness of the Reverse Stock Split, which provided for a sufficient number of authorized shares to issue the PMX Converted Shares, as contemplated by the Share Exchange Agreement. The 6,741,820 shares of Common Stock were issued to the Se

03 Material Modification to Rights of

Item 3.03 Material Modification to Rights of Security Holders To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On September 23, 2024, the Company filed an amendment (the " Amendment ") to the Company's Amended and Restated Certificate of Incorporation to effect a Reverse Stock Split of all of the outstanding shares of its issued and outstanding Common Stock at a ratio of one-for-forty (1:40). The Reverse Stock Split became effective in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on September 24, 2024 (the " Effective Time "). The Company's Common Stock continues to be traded on The Nasdaq Capital Market under the symbol ONCO and began trading on a split-adjusted basis when the market opened on Tuesday, September 24, 2024, under a new CUSIP number, 68237Q104. At the Effective Time, every 40 shares of the Company's issued and outstanding Common Stock were converted automatically into one issued and outstanding share of Common Stock, with no corresponding reduction in the number of authorized shares of Common Stock, and without any change in the par value per share. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-40 Reverse Stock Split. It is not necessary for stockholders holding shares of the Common Stock in certificated form to exchange their existing stock certificates for new stock certificates of the Company in connection with the Reverse Stock Split, although stockholders may do so if they wish. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder's percentage interest in the Company's equity, except to the extent that the Reverse Stock Split would result in a stockholder owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment (without interest) equal to such fraction multiplied by the clos

01 Other Events

Item 8.01 Other Events Following the Reverse Stock Split and the issuances of Common Stock set forth in Item 3.02 above, there are a total of 8,307,051 and 8,294,116 shares of Common Stock issued and outstanding (excluding 2,656 shares of unvested restricted stock), respectively. 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed or furnished, as applicable, with this Current Report on Form 8-K: Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Onconetix, Inc., dated September 24, 2024. 4.1 Form of Altos Warrants 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4

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. September 24, 2024 By: /s/ Karina M. Fedasz Name: Karina M. Fedasz Title: Interim Chief Financial Officer 5