Onconetix, Inc. Files 8-K: Material Agreement & Equity Sales
Ticker: ONCO · Form: 8-K · Filed: 2024-10-03T00:00:00.000Z
Sentiment: neutral
Topics: material-agreement, equity-sale, corporate-action
Related Tickers: ONCO
TL;DR
Onconetix (ONCO) signed a big deal & sold stock off-market. Watch closely.
AI Summary
Onconetix, Inc. (formerly Blue Water Biotech, Inc.) entered into a material definitive agreement on October 2, 2024. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.
Why It Matters
This 8-K filing indicates significant corporate activity for Onconetix, Inc., including a new material agreement and potential equity dilution from unregistered sales, which could impact investors.
Risk Assessment
Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce both opportunities and risks related to future performance and potential dilution.
Key Players & Entities
- Onconetix, Inc. (company) — Registrant
- Blue Water Biotech, Inc. (company) — Former company name
- October 2, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the material definitive agreement entered into by Onconetix, Inc. on October 2, 2024?
The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.
What was Onconetix, Inc.'s former name?
Onconetix, Inc. was formerly known as Blue Water Biotech, Inc. and prior to that, Blue Water Vaccines Inc.
When did the name change from Blue Water Biotech, Inc. to Onconetix, Inc. occur?
The date of the name change from Blue Water Biotech, Inc. was April 24, 2023.
What is the Standard Industrial Classification (SIC) code for Onconetix, Inc.?
The SIC code for Onconetix, Inc. is 2834, which corresponds to Pharmaceutical Preparations.
What is the fiscal year end for Onconetix, Inc.?
The fiscal year end for Onconetix, Inc. is December 31.
Filing Stats: 4,805 words · 19 min read · ~16 pages · Grade level 20 · Accepted 2024-10-03 09:39:08
Key Financial Figures
- $0.00001 — h Registered Common Stock, par value $0.00001 per share ONCO The Nasdaq Stock Mar
- $2.0 million — gregate cash proceeds to the Company of $2.0 million. Such investment is referred to as the
- $1,000 — ed Stock, each having a stated value of $1,000 per share (the " Stated Value "). The C
- $4 — on Date or other date of determination, $4.5056, subject to adjustment as provided
- $1.00 — the Floor Price. " Floor Price " means $1.00 (as adjusted for stock splits, stock di
- $500,000 — to maturity of at least an aggregate of $500,000 of Indebtedness of the Company or any o
- $160,000 — greed to pay financial advisory fees of $160,000 and reimburse certain expenses of the f
Filing Documents
- ea0216649-8k_onconetix.htm (8-K) — 96KB
- ea021664901ex3-1_onconetix.htm (EX-3.1) — 309KB
- ea021664901ex4-1_onconetix.htm (EX-4.1) — 175KB
- ea021664901ex10-1_onconetix.htm (EX-10.1) — 302KB
- ea021664901ex10-2_onconetix.htm (EX-10.2) — 173KB
- ea021664901ex10-3_onconetix.htm (EX-10.3) — 499KB
- ea021664901ex10-4_onconetix.htm (EX-10.4) — 142KB
- ea021664901ex99-1_onconetix.htm (EX-99.1) — 11KB
- 0001213900-24-084866.txt ( ) — 2265KB
- onco-20241002.xsd (EX-101.SCH) — 3KB
- onco-20241002_lab.xml (EX-101.LAB) — 33KB
- onco-20241002_pre.xml (EX-101.PRE) — 22KB
- ea0216649-8k_onconetix_htm.xml (XML) — 4KB
01. Entry into a Material Definitive
Item 1.01. Entry into a Material Definitive Agreement. PIPE Financing On October 2, 2024, Onconetix, Inc., a Delaware corporation (the "Company"), entered into, and sold to six institutional investor(s) (collectively, the " PIPE Investors "), pursuant to a securities purchase agreement (the " Securities Purchase Agreement ") an aggregate of 3,499 shares of Series C convertible preferred stock, par value $0.00001 per share (" Series C Preferred Stock "), which includes an issuance of 840 shares of Series C Preferred Stock to the lead investor as consideration for the PIPE Investors' irrevocable commitment to purchase shares of the Series C Preferred Stock, and warrants to purchase 591,856 shares of Common Stock (the " Warrants " and, together with the Series C Preferred Stock, the " PIPE Securities "), for aggregate cash proceeds to the Company of $2.0 million. Such investment is referred to as the " PIPE Financing .". Concurrently with entering into the Securities Purchase Agreement, the Company also entered into a registration rights agreement with the PIPE Investors, pursuant to which it has agreed to provide the PIPE Investors with certain registration rights related to the shares of Common Stock underlying the shares of Series C Preferred Stock (the " Preferred Shares ") and Warrants, as described below. The following description of the terms of the Securities Purchase Agreement and the Certificate of Designations of Preferences, Rights and Limitations of the Series C Preferred Stock (the " Certificate of Designations "), Warrants and Registration Rights Agreement are only summaries and do not purport to be complete and are qualified in their entirety by reference to the full text of each of those transaction documents, copies of which are filed as Exhibits 10.1, 3.1 4.1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein. Capitalized terms used but not defined herein will have the meanings assigned to them in