Onconetix, Inc. Files 8-K: Agreements, Financial Obligations, and Officer Changes

Ticker: ONCO · Form: 8-K · Filed: 2025-08-12T00:00:00.000Z

Sentiment: neutral

Topics: material-agreement, financial-obligation, officer-changes

TL;DR

Onconetix just dropped an 8-K detailing new deals, financial obligations, and exec changes. Big moves happening.

AI Summary

Onconetix, Inc. announced on August 12, 2025, that it entered into a material definitive agreement on August 6, 2025. The company also reported the creation of a direct financial obligation and obligations under an off-balance sheet arrangement. Additionally, there were changes in directors and officers, including the election of directors and the appointment of certain officers, along with updates to compensatory arrangements.

Why It Matters

This 8-K filing indicates significant corporate actions by Onconetix, Inc., including new financial commitments and changes in leadership, which could impact its strategic direction and financial health.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and changes in officers, suggesting significant operational and financial shifts that carry inherent risks.

Key Players & Entities

Onconetix, Inc. (company) — Registrant
August 12, 2025 (date) — Report Date
August 6, 2025 (date) — Earliest Event Reported
Blue Water Biotech, Inc. (company) — Former Company Name
Blue Water Vaccines Inc. (company) — Former Company Name

FAQ

What type of material definitive agreement did Onconetix, Inc. enter into?

The filing states that Onconetix, Inc. entered into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.

What are the details of the direct financial obligation created by Onconetix, Inc.?

The filing indicates the creation of a direct financial obligation, but the specific terms, amounts, and nature of this obligation are not detailed in the provided text.

What changes occurred regarding directors and officers at Onconetix, Inc.?

The filing reports the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with updates to compensatory arrangements for these officers.

When was Onconetix, Inc. formerly known as Blue Water Biotech, Inc.?

Onconetix, Inc. was formerly known as Blue Water Biotech, Inc. prior to a name change on April 24, 2023.

What is the SIC code for Onconetix, Inc.?

The Standard Industrial Classification (SIC) code for Onconetix, Inc. is 2834, which corresponds to Pharmaceutical Preparations.

Filing Stats: 1,625 words · 7 min read · ~5 pages · Grade level 12.4 · Accepted 2025-08-12 16:06:08

Key Financial Figures

$0.00001 — h registered Common Stock, par value $0.00001 per share ONCO The Nasdaq Stock Mar
$17,647 — tone ") with original issue discount of $17,647.06, in an aggregate principal amount of
$117,647.06 — 06, in an aggregate principal amount of $117,647.06. The note is due and payable upon the e
$20.0 m — eru with initial consideration totaling $20.0 million, including (i) $4.0 million in th
$4.0 million — n totaling $20.0 million, including (i) $4.0 million in the form of a non-interest bearing n
$10.0 million — le due on September 30, 2023, and (iii) $10.0 million in the form of two equal (i.e. each for
$5.0 million — in the form of two equal (i.e. each for $5.0 million) non-interest bearing notes payable, ea
$97,000 — the Company receives funds of at least $97,000 pursuant to the ELOC. In exchange, the
$100,000 — al amount owed to Veru was increased by $100,000 to an aggregate principal amount of $5.
$5.1 m — 000 to an aggregate principal amount of $5.1 million, and the maturity date was amende

Filing Documents

ea0252759-8k_onconetix.htm (8-K) — 39KB
ea025275901ex10-1_oncone.htm (EX-10.1) — 31KB
ea025275901ex10-2_oncone.htm (EX-10.2) — 25KB
0001213900-25-074952.txt ( ) — 278KB
onco-20250806_lab.xml (EX-101.LAB) — 33KB
onco-20250806_pre.xml (EX-101.PRE) — 22KB
onco-20250806.xsd (EX-101.SCH) — 3KB
ea0252759-8k_onconetix_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive

Item 1.01. Entry Into a Material Definitive Agreement Keystone Capital LLC Promissory Note On August 6, 2025, Onconetix, Inc. (the " Company ") issued a promissory note (the " Keystone Note" ) to Keystone Capital Partners, LLC (" Keystone ") with original issue discount of $17,647.06, in an aggregate principal amount of $117,647.06. The note is due and payable upon the earlier of (i) the Company's receipt of sufficient proceeds from its equity line of credit with Keystone (the " ELOC ") and (ii) March 6, 2026, subject to mandatory prepayment in the event that the Company raises sufficient additional capital through other securities offerings. The note is subordinate to the Company's existing debt obligations to Veru Inc. (" Veru "). The note does not initially bear interest, however, any amounts due under the note which are not paid when due shall incur a late charge of 15% per annum until such amount is paid in full. The above descriptions of the Keystone Note is qualified in its entirety by the text of the Keystone Note and a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. Amended and Restated Veru Inc. As previously reported on a Current Report on Form 8-K filed on April 20, 2023 (the " April 2023 8-K "), on April 19, 2023, the Company entered into an asset purchase agreement with Veru (the " Veru APA "). Pursuant to, and subject to the terms and conditions of, the Veru APA, the Company purchased substantially all of the assets related to Veru's ENTADFI business, in a transaction that closed in April 2023. Pursuant to the terms of the Veru APA, the Company agreed to provide Veru with initial consideration totaling $20.0 million, including (i) $4.0 million in the form of a non-interest bearing note payable due on September 30, 2023, and (iii) $10.0 million in the form of two equal (i.e. each for $5.0 million) non-interest bearing notes payable, each due on April 19, 2024 (the " April Veru N

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information contained in

01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03

Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

02 Departure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective August 10, 2025, Ajit Singh resigned as a member of the Board of Directors of the Company. The Company believes that there are no matters requiring disclosure under Item 5.02(a)(iii) of Current Report on Form 8-K.

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 10.1 Promissory Note, dated August 6, 2025, by and between Keystone Capital Partners, LLC and the Company 10.2 Amended and Restated Promissory Note, dated August 7, 2025, by and between Veru, Inc. and the Company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

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. August 12, 2025 By: /s/ Karina M. Fedasz Name: Karina M. Fedasz Title: Interim Chief Executive Officer and Interim Chief Financial Officer 3