UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 8.01 Other Events.
As previously disclosed, Onconetix, Inc. (the “Company”) is holding an annual meeting of stockholders on September 5, 2024 (the “Annual Meeting”), at which stockholders will vote on, among other things, in accordance with Nasdaq Listing Rule 5635, the issuance of: (i) 269,672,900 shares of Company common stock, par value $0.00001 per share (“Common Stock”) to be issued upon conversion of the Company’s Series B Preferred Stock, par value $0.00001 per share (“Series B Preferred Stock”), (ii) such number of shares of Common Stock to be issued by the Company in a $5 million private placement financing of units (the “PMX Financing”), which shall initially include 20,000,000 shares of Common Stock and up to 6,000,000 shares of Common Stock underlying warrants included in the units, subject to adjustment, plus such additional number of shares of Common Stock to be issuable upon the satisfaction of certain price protection conditions, and (iii) the assumption and conversion of outstanding stock options of Proteomedix AG (“Proteomedix”) in accordance with the terms of the Share Exchange Agreement dated December 15, 2023 by and among the Company and Proteomedix AG, among other parties (the “Share Exchange Agreement”).
If approved at the Annual Meeting, the conversion of the Series B Preferred Stock will constitute a business combination that results in a “Change of Control” pursuant to Nasdaq Listing Rule 5110(a), and, as a result, the Company will be required to satisfy all of Nasdaq’s initial listing criteria and to complete Nasdaq’s initial listing process prior to shareholder approval of the conversion of the Series B Preferred Stock, or other material changes triggering a change of control. In connection with the Company’s initial listing application to Nasdaq, the Company is filing pro forma financial statements (the “Pro Formas”) that give effect to (i) the issuance 269,672,900 shares of Company common stock to be issued upon conversion of the Series B Preferred Stock, (ii) the assumption and conversion of outstanding stock options of Proteomedix in accordance with the terms of the Share Exchange Agreement and (iii) certain other matters set forth in the Pro Formas.
The Pro Formas are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited pro-forma consolidated financial information of the Company and Proteomedix for the period ended June 30, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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, 2024 | By: | /s/ Karina Fedasz |
| Name: | Karina Fedasz | |
| Title: | Interim Chief Financial Officer | |
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