false
0001782107
0001782107
2024-07-15
2024-07-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
July 15, 2024
Onconetix, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-41294 |
|
83-2262816 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
201 E. Fifth Street, Suite 1900
Cincinnati, Ohio |
|
45202 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (513) 620-4101
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: |
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.00001 per share |
|
ONCO |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
As previously disclosed on
a Current Report on Form 8-K filed on July 11, 2024 with the Securities and Exchange Commission, on July 11, 2024, Onconetix, Inc., a
Delaware corporation (the “Company”), entered into a common stock preferred investment options exercise inducement
offer letter (the “Inducement Letter”) with certain holders (the “Holders”) of existing preferred
investment options (“PIOs”) to purchase shares of the Company’s common stock at the original exercise prices
of $2.546 and $1.09 per share, issued on August 11, 2022 and August 2, 2023, respectively (collectively, the “Existing PIOs”).
Pursuant to the Inducement Letter, the Holders agreed to exercise for cash their Existing PIOs to purchase an aggregate of 7,458,642 shares
of the Company’s common stock, at a reduced exercise price of $0.15 per share, in exchange for the Company’s agreement to
issue new PIOs to purchase up to 22,375,926 shares of the Company’s common stock (the “Inducement PIO Shares”),
with the issuance of such Inducement PIO Shares being subject to stockholder approval.
On July 15, 2024, the Company consummated the transactions contemplated
by the Inducement Letter and on July 12, 2024 issued a press release to announce such closing (the “Press Release”).
The Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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. |
|
|
|
July 15, 2024 |
By: |
/s/ Karina Fedasz |
|
Name: |
Karina Fedasz |
|
Title: |
Interim Chief Financial Officer |
2
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1782107/000121390024061151/e99-1_001.jpg)
Onconetix Announces Closing of Warrant
Exercise for $1.11 Million Gross Proceeds
CINCINNATI, July 15, 2024 (GLOBE NEWSWIRE) --
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
v3.24.2
Cover
|
Jul. 15, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jul. 15, 2024
|
Entity File Number |
001-41294
|
Entity Registrant Name |
Onconetix, Inc.
|
Entity Central Index Key |
0001782107
|
Entity Tax Identification Number |
83-2262816
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
201 E. Fifth Street
|
Entity Address, Address Line Two |
Suite 1900
|
Entity Address, City or Town |
Cincinnati
|
Entity Address, State or Province |
OH
|
Entity Address, Postal Zip Code |
45202
|
City Area Code |
513
|
Local Phone Number |
620-4101
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common Stock, par value $0.00001 per share
|
Trading Symbol |
ONCO
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Onconetix (NASDAQ:ONCO)
過去 株価チャート
から 7 2024 まで 8 2024
Onconetix (NASDAQ:ONCO)
過去 株価チャート
から 8 2023 まで 8 2024