Onconetix, Inc. Reports Material Agreement Changes & Equity Sales

TL;DR

Onconetix (ONCO) terminated a deal, entered a new one, and sold stock. Watch closely.

AI Summary

Onconetix, Inc. filed an 8-K on September 26, 2025, reporting on events that occurred on September 22, 2025. The filing indicates an entry into and termination of a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. The company, formerly known as Blue Water Biotech, Inc. and Blue Water Vaccines Inc., is incorporated in Delaware.

Why It Matters

This filing signals significant corporate actions, including potential deal changes and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement and unregistered sales of equity securities can introduce uncertainty and potential dilution.

Key Players & Entities

• Onconetix, Inc. (company) — Registrant
• Blue Water Biotech, Inc. (company) — Former company name
• Blue Water Vaccines Inc. (company) — Former company name
• September 22, 2025 (date) — Earliest event date
• September 26, 2025 (date) — Report date

FAQ

Key Financial Figures

• $0.00001 — ch Registered Common Stock, par value $0.00001 per share ONCO The Nasdaq Stock Mar
• $12.9 million — gregate purchase price of approximately $12.9 million. Such investment is referred to as the
• $9.3 million — aggregate purchase price, approximately $9.3 million was paid in cash and the balance was us
• $1,000 — ed Stock, each having a stated value of $1,000 per share (the " Stated Value "). Rank
• $3 — on Date or other date of determination, $3.6896, subject to adjustment as provided
• $0.7379 — uring Period. 2 " Floor Price " means $0.7379 (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

Filing Documents

• ea0258830-8k_onconetix.htm (8-K) — 96KB
• ea025883001ex3-1_onconetix.htm (EX-3.1) — 345KB
• ea025883001ex4-1_onconetix.htm (EX-4.1) — 181KB
• ea025883001ex10-1_onconetix.htm (EX-10.1) — 302KB
• ea025883001ex10-2_onconetix.htm (EX-10.2) — 201KB
• ea025883001ex10-3_onconetix.htm (EX-10.3) — 17KB
• ea025883001ex10-4_onconetix.htm (EX-10.4) — 35KB
• ea025883001ex99-1_onconetix.htm (EX-99.1) — 9KB
• ea025883001ex99-2_onconetix.htm (EX-99.2) — 7KB
• ex99-1_001.jpg (GRAPHIC) — 2KB
• ex99-2_001.jpg (GRAPHIC) — 2KB
• 0001213900-25-091966.txt ( ) — 1654KB
• onco-20250922.xsd (EX-101.SCH) — 3KB
• onco-20250922_lab.xml (EX-101.LAB) — 33KB
• onco-20250922_pre.xml (EX-101.PRE) — 22KB
• ea0258830-8k_onconetix_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. PIPE Financing On September 22, 2025, Onconetix, Inc., a Delaware corporation (the " Company "), entered into, and sold to eleven institutional investor(s) (collectively, the " PIPE Investors "), pursuant to a securities purchase agreement (the " Securities Purchase Agreement ") an aggregate of 16,099 shares of Series D convertible preferred stock, par value $0.00001 per share (" Series D Preferred Stock "), which are convertible into common stock of the Company, $0.00001 par value per share (the " Common Stock "), which includes an issuance of 500 shares of Series D Preferred Stock to a certain investor as consideration for the PIPE Investors' irrevocable commitment to purchase shares of the Series D Preferred Stock, and warrants to purchase 4,362,827 shares of Common Stock (the " Warrants " and, together with the Series D Preferred Stock, the " PIPE Securities "), for an aggregate purchase price of approximately $12.9 million. Such investment is referred to as the " PIPE Financing ." Of the $12.9 million aggregate purchase price, approximately $9.3 million was paid in cash and the balance was used to offset certain amounts owed by the Company to certain investors, including to Veru Inc. (" Veru "), as described below. 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 D 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 D Preferred Stock (the " Certificate of Designations "), Warrants and Registration Rights Agreement are only summaries and do not purport