Onconetix, Inc. Reports Material Agreement and Financial Obligation

TL;DR

Onconetix (ONCO) just filed an 8-K for a new material agreement and financial obligation as of Aug 28.

AI Summary

Onconetix, Inc. filed an 8-K on September 4, 2025, reporting a material definitive agreement and a direct financial obligation. The filing date of the earliest event reported is August 28, 2025. The company was formerly known as Blue Water Biotech, Inc. and Blue Water Vaccines Inc.

Why It Matters

This filing indicates Onconetix, Inc. has entered into a significant agreement that creates a financial obligation, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing of a material definitive agreement and a direct financial obligation suggests potential new risks or opportunities that could impact the company's financial health.

Key Players & Entities

• Onconetix, Inc. (company) — Registrant
• Blue Water Biotech, Inc. (company) — Former Company Name
• Blue Water Vaccines Inc. (company) — Former Company Name
• August 28, 2025 (date) — Earliest event reported date
• September 4, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share ONCO The Nasdaq Stock Mar
• $8,823.53 — ") each with original issue discount of $8,823.53 and a principal amount of $58,823.53. T
• $58,823.53 — of $8,823.53 and a principal amount of $58,823.53. The Notes are due and payable upon the
• $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
• $5.2 m — 000 to an aggregate principal amount of $5.2 million, and the maturity date was amende

Filing Documents

• ea0255958-8k_onconetix.htm (8-K) — 37KB
• ea025595801ex10-1_onconetix.htm (EX-10.1) — 28KB
• ea025595801ex10-2_onconetix.htm (EX-10.2) — 27KB
• ea025595801ex10-3_onconetix.htm (EX-10.3) — 26KB
• ea025595801ex10-4_onconetix.htm (EX-10.4) — 20KB
• 0001213900-25-084500.txt ( ) — 335KB
• onco-20250828.xsd (EX-101.SCH) — 3KB
• onco-20250828_lab.xml (EX-101.LAB) — 33KB
• onco-20250828_pre.xml (EX-101.PRE) — 22KB
• ea0255958-8k_onconetix_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement Keystone Capital LLC Promissory Note and KCP Fund I Promissory Note On August 28, 2025, Onconetix, Inc. (the " Company ") issued promissory note to each of (i) Keystone Capital Partners, LLC (" Keystone " and such note, the " Keystone Note ") and (ii) KCP Fund I, LLC, an affiliate of Keystone (the " KCP Note ", and together with the Keystone Note, the " Notes ") each with original issue discount of $8,823.53 and a principal amount of $58,823.53. The Notes are 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) May 28, 2026. The Notes are subordinate to the Company's existing debt obligations to Veru Inc. (" Veru "). The Notes do not initially bear interest, however, any amounts due under the Notes which are not paid when due shall incur a late charge of 15% per annum until such amounts are paid in full. The Keystone Note provides for mandatory prepayment in the event that the Company raises sufficient additional capital through securities offerings other than the ELOC. The above descriptions of the Keystone Note and the KCP Note are qualified in their entirety by the text of the Keystone Note and KCP Note, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein. Amended and Restated Veru Inc. Promissory Note 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 mi

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

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 28, 2025, by and between Keystone Capital Partners, LLC and the Company 10.2 Promissory Note, dated August 28, 2025, by and between KCP Fund I, LLC and the Company 10.3 Second Amended and Restated Promissory Note, dated August 28, 2025, by and between Veru, Inc. and the Company 10.4 Waiver, dated August 28, 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. September 4, 2025 By: /s/ Karina M. Fedasz Name: Karina M. Fedasz Title: Interim Chief Executive Officer and Interim Chief Financial Officer 3