Onconetix Seeks Shareholder Nod for Key Capital Raises, Board Appointments

TL;DR

**ONCO needs these PIPE approvals to avoid a capital crunch and potential Nasdaq non-compliance; vote FOR or risk a major setback.**

AI Summary

Onconetix, Inc. (ONCO) is holding its Annual Meeting on December 5, 2025, to address several critical proposals impacting its governance and capital structure. Stockholders will vote on the re-election of Thomas Meier and the election of Sarah Romano as Class I directors for a three-year term expiring in 2028. Crucially, the company seeks approval for the issuance of up to 4,424,080 shares of Common Stock upon conversion of Series D Preferred Stock and up to 4,362,827 shares upon exercise of Series D Warrants, stemming from a private placement on September 22, 2025. Additionally, approval is sought for the issuance of up to 2,025,223 shares of Common Stock upon conversion of Series E Preferred Stock and up to 2,025,223 shares upon exercise of Series E Warrants, from an October 1, 2025 private placement. These issuances are required under Nasdaq Listing Rule 5635 and failure to approve them would prevent the company from honoring conversions and exercises at adjusted prices, potentially hindering capital raising and growth strategy. The Board also recommends ratifying MaloneBailey, LLP as the independent auditor for fiscal year 2025 and approving an adjournment proposal if insufficient votes are received for other proposals.

Why It Matters

This DEF 14A filing is critical for Onconetix as it seeks to solidify its capital structure and governance. Approval of the Series D and Series E PIPE Proposals is essential for the company to honor its commitments to investors from recent private placements, which could significantly impact its ability to raise future capital and fund its growth strategy. For investors, these proposals represent potential dilution but also the necessary steps for the company to secure funding. The election of Sarah Romano, an experienced public company CFO, could enhance financial oversight, a key factor for investor confidence in the competitive biotech sector.

Risk Assessment

Risk Level: medium — The risk level is medium because failure to approve the Series D and Series E PIPE Proposals could materially impact Onconetix's ability to raise capital and satisfy ongoing business needs, as stated in the filing. The company explicitly warns that it 'will not be able to honor any conversions or exercises' at adjusted prices, which could 'significantly and adversely affect our stockholders.' This direct threat to capital access and growth strategy presents a tangible financial risk.

Analyst Insight

Investors should carefully review the potential dilution from the Series D and Series E PIPE Proposals against the company's stated need for capital. Given the Board's unanimous recommendation and the explicit risk of hindering capital raising, voting 'FOR' these proposals appears to be in the company's best interest to ensure continued operations and growth.

Key Numbers

• 4,424,080 — Shares of Common Stock (Issuable upon conversion of Series D Preferred Stock)
• 4,362,827 — Shares of Common Stock (Issuable upon exercise of Series D Warrants)
• 2,025,223 — Shares of Common Stock (Issuable upon conversion of Series E Preferred Stock)
• 2,025,223 — Shares of Common Stock (Issuable upon exercise of Series E Warrants)
• December 5, 2025 — Annual Meeting Date (Date for stockholder vote)
• October 21, 2025 — Record Date (Date for determining eligible voters)
• 1,555,010 — Shares of Common Stock outstanding (As of the record date, entitled to vote)
• February 1, 2024 — Date (Thomas Meier joined the Board of Directors)
• September 22, 2025 — Date (Series D private placement closed)
• October 1, 2025 — Date (Series E private placement closed)

Key Players & Entities

• Onconetix, Inc. (company) — Registrant
• Thomas Meier (person) — Class I Director Nominee
• Sarah Romano (person) — Class I Director Nominee, experienced public company CFO
• Nasdaq Listing Rule 5635 (regulator) — Rule requiring stockholder approval for share issuances
• MaloneBailey, LLP (company) — Independent registered public accounting firm
• Karina M. Fedasz (person) — Interim Chief Executive Officer and Interim Chief Financial Officer
• Ellenoff Grossman & Schole LLP (company) — Location of Annual Meeting
• Alliance Advisors (company) — Proxy solicitor for Onconetix
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for filings

FAQ

Risk Factors

• Nasdaq Listing Rule Compliance [high — regulatory]: The company requires stockholder approval for the issuance of up to 4,424,080 shares upon conversion of Series D Preferred Stock and exercise of Series D Warrants, and up to 2,025,223 shares upon conversion of Series E Preferred Stock and exercise of Series E Warrants. This approval is mandated by Nasdaq Listing Rule 5635. Failure to obtain this approval could prevent the company from honoring these conversions and exercises, potentially impacting its ability to raise capital and execute its growth strategy.
• Dilution from Share Issuances [medium — financial]: The proposed issuances of up to 4,424,080 shares (Series D) and 2,025,223 shares (Series E) upon conversion and exercise represent a significant potential increase in the total number of outstanding shares. This could lead to substantial dilution for existing common stockholders, impacting their ownership percentage and potentially the earnings per share.
• Dependence on Private Placements [medium — operational]: The company has recently closed private placements for Series D Preferred Stock on September 22, 2025, and Series E Preferred Stock on October 1, 2025. The need for stockholder approval for the conversion and exercise of these securities highlights a reliance on these financing mechanisms, which may indicate challenges in securing traditional forms of capital or a strategy to quickly deploy funds for growth.
• Potential Conflicts of Interest [low — legal]: The proxy statement notes that the existence of financial and personal interests of directors and executive officers may create conflicts of interest when recommending votes on proposals. While not a specific risk event, it points to the need for careful scrutiny of director recommendations and potential self-dealing.

Industry Context

Onconetix operates in the biotechnology or pharmaceutical sector, likely focusing on oncology treatments given its name. This industry is characterized by high research and development costs, long product development cycles, and significant regulatory hurdles. Companies in this space often rely on private placements and other forms of capital raising to fund their operations and clinical trials, making Nasdaq listing rule compliance critical for continued access to capital markets.

Regulatory Implications

The primary regulatory implication stems from Nasdaq Listing Rule 5635, which mandates shareholder approval for significant stock issuances. Failure to obtain this approval for the Series D and Series E PIPE Proposals could lead to delisting or other sanctions if the company cannot honor its conversion and warrant exercise obligations, impacting its ability to operate as a publicly traded entity.

What Investors Should Do

1. Vote FOR the Director Election Proposal to ensure experienced leadership continuity on the Board.
2. Vote FOR the Series D PIPE Proposal to allow the company to honor its commitments from the September 22, 2025 private placement, crucial for its capital structure and growth strategy.
3. Vote FOR the Series E PIPE Proposal to allow the company to honor its commitments from the October 1, 2025 private placement, essential for its capital structure and growth strategy.
4. Vote FOR the Auditor Ratification Proposal to approve Malone Bailey, LLP as the independent auditor for fiscal year 2025, ensuring financial transparency and compliance.
5. Be aware of potential share dilution from the approved issuances and consider its impact on your investment.

Key Dates

• 2025-12-05: Annual Meeting of Stockholders — Stockholders will vote on critical proposals including director elections, share issuances, and auditor ratification.
• 2025-10-21: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2025-09-22: Series D Private Placement Closed — The date of the private placement that necessitates the Series D PIPE Proposal vote.
• 2025-10-01: Series E Private Placement Closed — The date of the private placement that necessitates the Series E PIPE Proposal vote.
• 2024-02-01: Thomas Meier joined the Board of Directors — Provides context for the re-election proposal of Thomas Meier.
• 2025-11-10: Proxy Statement Dated — Indicates the official date of the proxy materials being distributed.

Glossary

DEF 14A

A Schedule 14A filing with the SEC, which is a proxy statement used to solicit proxies from shareholders for an annual or special meeting. (This document is the DEF 14A filing for Onconetix, Inc., detailing the proposals to be voted on at the annual meeting.)

Series D Preferred Stock

A class of preferred stock issued by Onconetix, with specific conversion rights into common stock. (Approval is sought for the issuance of common stock upon conversion of this preferred stock, as per Nasdaq Listing Rule 5635.)

Series D Warrants

Warrants issued by Onconetix, giving the holder the right to purchase common stock at a specified price. (Approval is sought for the issuance of common stock upon exercise of these warrants, as per Nasdaq Listing Rule 5635.)

Series E Preferred Stock

Another class of preferred stock issued by Onconetix, with specific conversion rights into common stock. (Approval is sought for the issuance of common stock upon conversion of this preferred stock, as per Nasdaq Listing Rule 5635.)

Series E Warrants

Warrants issued by Onconetix, giving the holder the right to purchase common stock at a specified price. (Approval is sought for the issuance of common stock upon exercise of these warrants, as per Nasdaq Listing Rule 5635.)

Nasdaq Listing Rule 5635

A rule requiring shareholder approval for certain issuances of stock that could result in a significant dilution of existing shareholders' equity. (This rule necessitates the approval of the Series D and Series E PIPE Proposals to allow for the conversion of preferred stock and exercise of warrants.)

PIPE Proposal

Proposal related to a Private Investment in Public Equity transaction, often involving the issuance of securities. (The Series D and Series E PIPE Proposals concern the approval of share issuances stemming from recent private placements.)

Auditor Ratification Proposal

A proposal to formally approve the company's choice of independent auditor for the upcoming fiscal year. (Stockholders are asked to ratify Malone Bailey, LLP as the independent auditor for fiscal year 2025.)

Year-Over-Year Comparison

This filing focuses on the upcoming Annual Meeting on December 5, 2025, and proposals related to recent private placements (Series D and E) and director elections. Information regarding financial performance, revenue growth, net income, or changes in margins compared to a previous filing is not detailed within this proxy statement itself. The key focus is on corporate governance and capital structure adjustments required by Nasdaq rules.

Key Financial Figures

• $0.00001 — f the Company's Common Stock, par value $0.00001 par value ("Common Stock") subject to a

Filing Documents

• ea0264698-def14a_onconetix.htm (DEF 14A) — 460KB
• 0001213900-25-108093.txt ( ) — 817KB
• onco-20251109.xsd (EX-101.SCH) — 10KB
• onco-20251109_def.xml (EX-101.DEF) — 2KB
• onco-20251109_lab.xml (EX-101.LAB) — 33KB
• ea0264698-def14a_onconetix_htm.xml (XML) — 4KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 ONCONETIX, INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. PRELIMINARY COPY Onconetix, Inc. 201 E. Fifth Street, Suite 1900 Cincinnati, OH 45202 To the Stockholders of Onconetix, Inc.: You are cordially invited to attend the annual meeting (the "Annual Meeting") of Onconetix, Inc. ("Onconetix" or the "Company") to be held on December 5, 2025, beginning at 10:00 a.m., Eastern Time at the offices of Ellenoff Grossman & Schole LLP, 1345 6th Ave, New York, NY 10105. 1. To re-elect Thomas Meier and elect Sarah Romano (the "Director Nominees") to serve as Class I directors on the Company's board of directors (the "Board") for a three-year term that expires at the 2028 Annual Meeting of Stockholders, or until their successors are elected and qualified (the "Director Election Proposal"); 2. To approve, in accordance with Nasdaq Listing Rule 5635, the issuance of up to 4,424,080 shares of the Company's Common Stock, par value $0.00001 par value ("Common Stock") subject to adjustment, upon conversion of the Company's Series D Preferred Stock, par value $0.00001 per share ("Series D Preferred Stock") and up to 4,362,827 shares of Common Stock, subject to adjustment, upon the exercise of certain warrants (the "Series D Warrants") issued to certain investors in a private placement transactions which closed on September 22, 2025 (the "Series D PIPE Proposal"); 3. To approve, in accordance with Nasdaq Listing Rule 5635, the issuance of up to 2,025,223 shares of the Company's Common Stock, subject to adjustment, upon conversion of the Company's Series E Preferred Stock, par value $0.00001 per share ("Series E Preferred Stock") and up to 2,025,223 shares of Common Stock, subject to adjustment, upon the exercise of certain warrants (the "Series E Warrants") issued to certain investors in a private placement transactions which closed on October 1, 2025 (the "Series E PIPE Proposal"); 4. To ratify the appointment by the Board of MaloneBailey, LLP ("MaloneBailey") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 (the "Auditor Ratification Proposal"); and 5. To approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the Director Election Proposal, the Series D PIPE Proposal, the Series E PIPE Proposal, or the Auditor Ratification Proposal (the "Adjournment Proposal"). The Board has fixed the close of business on October 21, 2025 as the record date (the "Record Date") for the Annual Meeting and only stockholders who held Common Stock of Onconetix as of the Record Date will be entitled to vote at the Annual Meeting and at any adjournments and postponements thereof. The Onconetix Board has unanimously determined and resolved that the Director Election Proposal, the Series D PIPE Proposal, the Series E PIPE Proposal, and the Auditor Ratification Proposal are advisable and fair to, and in the best interests of, Onconetix and its stockholders. Accordingly, the Onconetix Board unanimously recommends that Onconetix stockholders vote "FOR" each of the foregoing proposals. Your vote is important. More information about Onconetix and the Annual Meeting is contained in the accompanying proxy statement. You are encouraged to read the accompanying proxy statement in its entirety. Very truly yours, /s/ Karina M. Fedasz Karina M. Fedasz Interim Chief Executive Officer and Interim Chief Financial Officer The accompanying proxy statement is dated November 10, 2025 and is first being mailed to the stockholders of Onconetix on or about November 11, 2025. Onconetix, Inc. 201 E. Fifth Street, Suite 1900 Cincinnati, OH 45202 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 5, 2025 TO THE STOCKHOLDERS OF Onconetix, Inc. : NOTICE IS HEREBY GIVEN that an annual meeting of stockholders (the "Annual Meeting") of Onconetix, Inc. ("Onconetix" or the "Company"), a Delaware corporation, will be held on December 5, 2025, beginning at 10:00 a.m., Eastern Time at the offices of Ellenoff Grossman & Schole LLP, 1345 6th Ave, New York, N