M&A - Onconetix, Inc.

Form Type: 10-K

Filing Date: 2025-06-02

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025049687

Filing Summary: Onconetix, Inc. is a commercial stage biotechnology company that focuses on men's health and oncology solutions. The company has undergone an acquisition of Proteomedix, thereby gaining control of Proclarix, an in vitro diagnostic test for prostate cancer. Proclarix is anticipated to be marketed as a lab-developed test in the U.S., utilizing a licensing partnership with LabCorp. Additionally, Onconetix has abandoned the commercialization of ENTADFI, an FDA-approved treatment for benign prostatic hyperplasia (BPH) due to financial constraints, while planning potential sale transactions related to its assets. The company is dealing with substantial losses and risks related to its single-product dependency, difficulties in raising capital, and operational uncertainties tied to recent strategic decisions. A letter of intent was signed with Ocuvex Therapeutics for a potential business combination that would significantly alter the ownership structure of Onconetix, giving pre-closing Ocuvex equity holders around 90% ownership post-transaction. The company's compliance with Nasdaq listing requirements is under scrutiny, particularly regarding minimum bid price regulations and timely filing issues.

Form Type: 8-K

Filing Date: 2025-04-08

Corporate Action: Merger

Type: New

Accession Number: 000121390025029639

Filing Summary: On April 8, 2025, Onconetix, Inc. announced the execution of a non-binding letter of intent with Ocuvex Therapeutics, Inc., a privately held biopharmaceutical company. This letter pertains to a proposed business combination transaction between Onconetix and Ocuvex, focused on developing and commercializing therapeutic candidates for ophthalmic diseases. A press release detailing this announcement was provided in Exhibit 99.1 attached to the report.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025014283

Filing Summary: Amendment No. 1 to Schedule 13D relates to the acquisition of shares by Ralph Schiess from Onconetix, Inc. following a Share Exchange Agreement dated December 15, 2023. Ralph Schiess acquired 495,903 shares of common stock and 177,462 shares of common stock issuable upon settlement of restricted stock units (RSUs). The acquisition was part of the PMX Acquisition, where Proteomedix AG became a wholly-owned subsidiary of Onconetix, and Onconetix is the new name of the combined entity. The Reporting Person also received shares of Series B Convertible Preferred Stock which converted to common stock upon certain conditions being met. These conditions included obtaining stockholder approval during the 2024 Annual Meeting and executing a reverse stock split. The document details ownership shifts and confirms Ralph Schiess's ongoing role as Interim Chief Executive Officer and Chief Science Officer. Additional provisions include a Lock-Up Agreement restricting potential share sales until specified conditions are met.