Ralph Schiess Files SC 13D for Onconetix, Inc.

TL;DR

**Schiess files 13D on Onconetix (ONCO) - ownership change incoming.**

AI Summary

Ralph Schiess filed an SC 13D on October 1, 2024, regarding Onconetix, Inc. (formerly Blue Water Biotech, Inc. and Blue Water Vaccines Inc.). The filing indicates a change in beneficial ownership as of September 24, 2024. Schiess's address is listed as c/o Onconetix, Inc. in Cincinnati, OH.

Why It Matters

This filing signals a potential shift in control or significant stake acquisition in Onconetix, Inc., which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — SC 13D filings often precede significant corporate actions or changes in control, introducing uncertainty and potential volatility.

Key Players & Entities

• Ralph Schiess (person) — Filing party and beneficial owner
• Onconetix, Inc. (company) — Subject company
• Blue Water Biotech, Inc. (company) — Former name of subject company
• Blue Water Vaccines Inc. (company) — Former name of subject company
• Proteomedix AG (company) — Associated entity for Ralph Schiess's address

FAQ

Key Financial Figures

• $0.00001 — Inc. (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class o

Filing Documents

• ea0216136-13dschiess_onco.htm (SC 13D) — 43KB
• 0001213900-24-084092.txt ( ) — 44KB

Security and Issuer

Item 1. Security and Issuer. This Schedule 13D is filed (this “Schedule 13D”) by the Reporting Person (as identified above and defined below) with respect to the common stock, par value $0.00001 (“Shares”) of Onconetix, Inc., a Delaware company, with its principal executive offices located at 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio.

Identity and Background

Item 2. Identity and Background. (a) This Schedule 13D is being filed by the following person (“Reporting Person”): Ralph Schiess (“Ralph Schiess”) (b) Ralph Schiess’s business address is Proteomedix AG, Wagistrasse 23, Schlieren 8952, Switzerland (c) Ralph Schiess is an officer of the Issuer. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Ralph Schiess is a citizen of Switzerland.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. The Reporting Person has acquired all of the Shares beneficially owned by him pursuant to a certain Share Exchange Agreement (“SEA”), dated December 15, 2023, by and among the Issuer, Proteomedix AG (“Proteomedix”), all the holders of Proteomedix capital stock. In connection with the transactions contemplated by the Share Exchange Agreement, the Issuer acquired all of the issued and outstanding equity interests of Proteomedix, Proteomedix became a direct, wholly-owned subsidiary of the Issuer, and the Issuer introduced Onconetix, Inc. as the new name for the combined company (the “PMX Acquisition”). As a holder of certain Proteomedix equity interests, on December 15, 2023, the Reporting Person received 269,749 Shares and 195,664 shares of Series B Convertible Preferred Stock of the Issuer in consideration for the entirety of his equity interests in Proteomedix. In accordance with the Certificate of Designation for the Series B Convertible Preferred Stock, each share of Series B Convertible Preferred Stock automatically converted into 100 shares of the Issuer’s common stock (the “Conversion Shares”) upon the latest date upon which (i) the Issuer obtained stockholder approval with respect to the issuance of the Series B Convertible Preferred Stock and the Conversion Shares in excess of 20% of the issued and outstanding Shares on the first issuance date of any preferred stock of the Issuer (the “Stockholder Approval”) and (ii) the date which the Issuer effected an increase in the number of shares of Shares authorized in its certificate of incorporation to effectuate the transactions as contemplated in the SEA and other ancillary documents in connection therewith. The Issuer (i) obtained the requisite Stockholder Approval at its 2024 Annual Meeting of the Stockholders held on September 5, 2024 and (ii) effectuated a 1-for-40 reverse split of th

. Purpose of Transaction

Item 4 . Purpose of Transaction. The Reporting Person has acquired all of the Shares beneficially as described above in Item 3. The Reporting Person serves as the Interim Chief Executive Officer and Chief Science Officer of the Issuer and, as a result, may be asked to discuss matters related to items (a) through (j) of this Item 4 of Schedule 13D with representatives of the Issuer and others. Other than in connection with the prior PMX Acquisition and except as may be set forth herein, the Reporting Person has no current intention, plans or proposal with respect to items (a) through (j) of Item 4 of Schedule 13D.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) Incorporated by reference to Items 11 and 13 of the Cover Page. (b) Incorporated by reference to Items 7-10 of the Cover Page. (c) The Reporting Person has not effected any transactions of the Shares during the 60 days preceding the date of this Schedule 13D. (d) None (e) N/A

Contracts, Arrangements, Understandings or

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Lock-Up Agreement – Pursuant to the terms of a Lock-Up Agreement dated December 15, 2023 (the “Lock-Up Agreement”), a copy of the form of which is attached to this Schedule 13D as Exhibit B and incorporated herein by reference, the Reporting Person has agreed, subject to certain exceptions, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, the Shares issued pursuant to the SEA or upon conversion of the Series B Convertible Preferred Stock of the Issuer, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of such shares or other securities, in cash or otherwise (subject to certain exceptions) during the period commencing December 15, 2023 and ending on the earlier of December 31, 2024 and the 6-month anniversary of the date of Stockholder Approval of the issuance of Shares upon conversion of the Series B Preferred Stock of the Issuer (and other matters).

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. A. Share Exchange Agreement dated as of December 15, 2023 by and among Proteomedix AG, Onconetix, Inc., the Sellers and Thomas Meier as the Sellers’ Representative (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K (File No. 001-41294), filed on December 21, 2023) B. Form of Lock-Up Agreement dated as of December 15, 2023 by and between Onconetix, Inc. and holders of its securities, including the Reporting Person (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001-41294), filed on December 21, 2023) CUSIP No. 68237Q104 13D Page 5 of 5 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the person named below agree to the filing of this Statement on Schedule 13D with respect to the Shares Dated: October 1, 2024 RALPH SCHIESS /s/ Ralph Schiess