Onconetix, Inc. Files S-1 Registration Statement

TL;DR

Onconetix (fka Blue Water Biotech) filed S-1. Public offering incoming.

AI Summary

Onconetix, Inc. filed an S-1 registration statement on November 1, 2024, to register securities under the Securities Act of 1933. The company, formerly known as Blue Water Biotech, Inc. and Blue Water Vaccines Inc., is incorporated in Delaware and has its principal executive offices in Cincinnati, Ohio. The filing indicates a standard registration process for a company in the pharmaceutical preparations sector.

Why It Matters

This S-1 filing is a crucial step for Onconetix, Inc. as it signals their intent to offer securities to the public, potentially raising capital for their operations in the pharmaceutical sector.

Risk Assessment

Risk Level: medium — As an S-1 filing, it indicates a company preparing for a public offering, which inherently carries risks associated with market reception and the company's financial health and future prospects.

Key Numbers

• 333-282958 — SEC File Number (Identifies the specific SEC registration file for Onconetix, Inc.)
• 2834 — SIC Code (Indicates the company operates in the Pharmaceutical Preparations industry.)

Key Players & Entities

• Onconetix, Inc. (company) — Registrant
• November 1, 2024 (date) — Filing Date
• Securities Act of 1933 (legal_document) — Governing Act
• Blue Water Biotech, Inc. (company) — Former Company Name
• Blue Water Vaccines Inc. (company) — Former Company Name
• 201 E. Fifth Street, Suite 1900 Cincinnati, Ohio 45202 (address) — Principal Executive Offices
• Karina M. Fedasz (person) — Interim Chief Financial Officer

FAQ

Key Financial Figures

• $0.00001 — or “Onconetix”), par value $0.00001 per share (the “Common Stock&rdqu
• $4.00 — res to be issued are sold at a price of $4.00 per share) that we may elect, in our so
• $25.0 million — o this prospectus. We may receive up to $25.0 million in aggregate gross proceeds from Keysto
• $2.96 — Capital Market on October 30, 2024 was $2.96 per share. We recommend that you obtain
• $18.6 million — orking capital deficit of approximately $18.6 million and an accumulated deficit of approxima
• $82.2 million — an accumulated deficit of approximately $82.2 million. We will need to raise additional capit

Filing Documents

• ea0218746-s1_onconetix.htm (S-1) — 386KB
• ea021874601ex23-1_onconetix.htm (EX-23.1) — 3KB
• ea021874601ex23-2_onconetix.htm (EX-23.2) — 2KB
• ea021874601ex23-3_onconetix.htm (EX-23.3) — 5KB
• ea021874601ex-fee_onconetix.htm (EX-FILING FEES) — 27KB
• ex23-3_001.jpg (GRAPHIC) — 6KB
• 0001213900-24-093575.txt ( ) — 432KB

RISK FACTORS

RISK FACTORS 8 PIPE FINANCING 13 ELOC FINANCING 19

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 25 SELLING STOCKHOLDERS 27 PLAN OF DISTRIBUTION 28 EXPERTS 30 LEGAL MATTERS 30 WHERE YOU CAN FIND MORE INFORMATION 30 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) for the delayed or continuous offering and sale of securities pursuant to Rule 415 under the Securities Act. This prospectus generally describes Onconetix, Inc. and our Common Stock. The Selling Stockholder may use this registration statement to sell up to an aggregate of up to 6,250,000 shares of our Common Stock from time to time through any means described in the section entitled “ Plan of Distribution .” Our registration of the securities covered by this prospectus does not mean that either we or the Selling Stockholder will issue, offer or sell, as applicable, any of the securities registered hereunder. Under this registration statement, the Selling Stockholder may, from time to time, sell the securities offered by it described in this prospectus. We will not receive any proceeds from the sale of Common Stock by the Selling Stockholder pursuant to this prospectus. However, we will pay the expenses, other than underwriting discounts and commissions, associated with the sale of shares pursuant to this prospectus. We may receive up to $25.0 million in aggregate gross proceeds from Keystone under the ELOC Purchase Agreement in connection with sales of the shares of our Common Stock pursuant to the ELOC Purchase Agreement after the date of this prospectus. However, the actual proceeds from Keystone may be less than this amount depending on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock are sold. We and the Selling Stockholder, as applicable, may deliver a prospectus supplement with this prospectus, to the extent appropriate, to update the information contained in