Onconetix, Inc. Files S-1/A Amendment

TL;DR

Onconetix (fka Blue Water Biotech) filed S-1/A for IPO. Watch for funding news.

AI Summary

Onconetix, Inc. filed an S-1/A amendment on February 7, 2025, for its initial public offering. The company, formerly known as Blue Water Biotech, Inc. and Blue Water Vaccines Inc., is incorporated in Delaware and headquartered in Cincinnati, Ohio. This filing relates to the registration statement filed under the Securities Act of 1933.

Why It Matters

This S-1/A filing indicates Onconetix, Inc. is moving forward with its public offering, which could provide significant capital for its operations and development in the pharmaceutical sector.

Risk Assessment

Risk Level: medium — As a company undergoing an IPO, there are inherent risks associated with market reception, regulatory approvals, and the company's ability to execute its business plan.

Key Numbers

• 2834 — SIC Code (Pharmaceutical Preparations industry)

Key Players & Entities

• Onconetix, Inc. (company) — Registrant
• February 7, 2025 (date) — Filing Date
• Blue Water Biotech, Inc. (company) — Former Company Name
• Blue Water Vaccines Inc. (company) — Former Company Name
• 20230424 (date) — Date of Name Change
• 20190710 (date) — Date of Name Change
• Karina M. Fedasz (person) — Interim Chief Financial Officer
• 333-284507 (registration_number) — SEC Registration Number

FAQ

Key Financial Figures

• $0.00001 — or “Onconetix”), par value $0.00001 per share (the “Common Stock&rdqu
• $0.44 — ed are sold at a price of approximately $0.44 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
• $0.6644 — Capital Market on February 5, 2025 was $0.6644 per share. We recommend that you obtain
• $25.0 million — o this prospectus. We may receive up to $25.0 million in aggregate gross proceeds from Keysto
• $16.3 million — orking capital deficit of approximately $16.3 million and an accumulated deficit of approxima
• $86.0 million — an accumulated deficit of approximately $86.0 million. In addition, as of February 5, 2025, t
• $0.5 million — ’s cash balance was approximately $0.5 million including funds held at the foreign sub
• $22.1 million — the ELOC, it may be able to raise up to $22.1 million in gross proceeds remaining under the E

Filing Documents

• ea0230272-s1a1_onconetix.htm (S-1/A) — 547KB
• ea023027201ex23-1_onconetix.htm (EX-23.1) — 2KB
• ea023027201ex23-2_onconetix.htm (EX-23.2) — 2KB
• ea023027201ex23-3_onconetix.htm (EX-23.3) — 4KB
• 0001213900-25-011380.txt ( ) — 557KB

RISK FACTORS

RISK FACTORS 8 PIPE FINANCING 13 ELOC FINANCING 19

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 23

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 37 SELLING STOCKHOLDERS 39 PLAN OF DISTRIBUTION 40 EXPERTS 42 LEGAL MATTERS 42 WHERE YOU CAN FIND MORE INFORMATION 42 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 50,000,000 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