Onconetix Announces Closing of Warrant Exercise for $1.11 Million Gross Proceeds
2024年7月15日 - 7:00PM
Onconetix, Inc. (“Onconetix” or the “Company”) (Nasdaq: ONCO),
today announced the closing of the previously announced exercise of
certain existing warrants to purchase 7,458,642 shares of its
common stock having exercise prices ranging from $1.09 to $2.546
per share, at a reduced exercise price of $0.15 per share. The
aggregate gross proceeds from the exercise of the existing warrants
were approximately $1.11 million, before deducting placement agent
fees and other offering expenses payable by the Company.
H.C. Wainwright acted as the exclusive placement
agent for this transaction.
The Company expects to use the net proceeds from
the transaction for working capital and general corporate
purposes.
The shares of common stock issued upon exercise
of the existing warrants are registered pursuant to an existing
registration statement on a Form S-1 (File No. 333-277066),
declared effective by the Securities and Exchange Commission (the
“SEC”) on July 1, 2024.
In consideration for the immediate exercise of
the existing warrants for cash, the Company issued new unregistered
warrants to purchase up to an aggregate of 22,375,926 shares of
common stock in a private placement pursuant to Section 4(a)(2) of
the Securities Act of 1933, as amended (the “1933 Act”). The shares
of common stock issuable upon exercise of the new warrants are
subject to stockholder approval and the new warrants will become
exercisable on the effective date of the stockholder approval. The
new warrants have an exercise price of $0.15 per share. One-third
of the new warrants have a term of exercise equal to five years
from the date of stockholder approval, and the remaining two-thirds
have a term of exercise equal to twenty-four months from the date
of stockholder approval.
The new warrants offered in the private
placement have not been registered under the 1933 Act, or
applicable under state securities laws. Accordingly, the new
warrants and shares of common stock issuable upon the exercise of
the new warrants may not be offered or sold in the United States
except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the 1933
Act and such applicable state securities laws. As part of the
offering, the Company has agreed to file a resale registration
statement on Form S-3 with the SEC as soon as practicable to
register the resale of the shares of common stock issuable upon the
exercise of the new warrants issued in the private placement.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such jurisdiction.
About Onconetix, Inc.
Onconetix, Inc. is a commercial-stage
biotechnology company focused on the research, development, and
commercialization of innovative solutions for men’s health and
oncology. Through its recent acquisition of Proteomedix AG
(“Proteomedix”), the Company owns Proclarix, an in vitro diagnostic
test for prostate cancer originally developed by Proteomedix and
approved for sale in the European Union under the In Vitro
Diagnostic Regulation, which the Company anticipates will be
marketed in the U.S. as a lab developed test through its license
agreement with Labcorp. The Company also owns ENTADFI, an
FDA-approved, once daily pill that combines finasteride and
tadalafil for the treatment of benign prostatic hyperplasia, a
disorder of the prostate.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release are
forward-looking within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements may be identified
by the use of forward-looking words such as “anticipate,”
“believe,” “forecast,” “estimate,” “expect,” and “intend,” among
others. These forward-looking statements (including, without
limitation, statements regarding the receipt of stockholder
approval, the intended use of proceeds from the offering, and the
anticipated results of the Company’s sales and marketing efforts
for its commercial stage products as described herein) are based on
Onconetix’s current expectations and actual results could differ
materially. There are a number of factors that could cause actual
events to differ materially from those indicated by such
forward-looking statements. These factors include, but are not
limited to, market and other conditions; risks related to
Onconetix’s ability to commercialize or monetize ENTADFI and
Proclarix and integrate the assets and commercial operations
acquired in the share exchange with Proteomedix; risks related to
the Company’s present need for capital to commercially launch the
Company’s acquired products and have adequate working capital;
risks related to Onconetix’s ability to attract, hire and retain
skilled personnel necessary to commercialize and operate the
company’s commercial products; the failure to obtain and maintain
the necessary regulatory approvals to market and commercialize
Onconetix’s products; risks related to the Company’s ability to
obtain and maintain intellectual property protection for its
current products; and the Company’s reliance on third parties,
including manufacturers and logistics companies. As with any
commercial-stage pharmaceutical product or any product candidate
under clinical development, there are significant risks in the
development, regulatory approval and commercialization of
biotechnology products. Onconetix does not undertake an obligation
to update or revise any forward-looking statement. Investors should
read the risk factors set forth in Blue Water’s Annual Report on
Form 10-K, filed with the SEC on April 11, 2024 and periodic
reports filed with the SEC on or after the date thereof. All of
Onconetix’s forward-looking statements are expressly qualified by
all such risk factors and other cautionary statements. The
information set forth herein speaks only as of the date
thereof.
Investor Contact Information: Onconetix Investor Relations
Email: investors@onconetix.com
Onconetix (NASDAQ:ONCO)
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