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    Onconetix Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/5/25 4:12:58 PM ET
    $ONCO
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $ONCO alert in real time by email
    false 0001782107 0001782107 2025-05-30 2025-05-30 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): May 30, 2025

     

    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 5.07 Submission of Matters to a Vote of Security Holders.

     

    On May 30, 2025, Onconetix, Inc. (the “Company”) held its 2025 special meeting of stockholders (the “Special Meeting”). The matters voted on at the Special Meeting were:

     

    (1)To approve and adopt an amendment to the Onconetix, Inc. Amended and Restated Certificate of Incorporation to effect a reverse stock split of all of the outstanding shares of the Company’s common stock, par value $0.00001 per share, at a ratio in the range of 1-for-10 to 1-for-150, at any time prior to the one-year anniversary date of the Special Meeting, with such ratio to be determined by the Board without further approval or authorization of the stockholders;

     

    (2)To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Reverse Stock Split Proposal. (the “Adjournment Proposal”);

     

    At the Special Meeting, all of the matters voted on were approved, based upon an aggregate of 44,358,422 shares of Common Stock outstanding as of April 14, 2025, the record date for the Special Meeting. The final voting results were as follows:

     

    1. Reverse Stock Split Proposal

     

    The votes were cast for this matter as follows:

     

    Votes For  Votes Against  Abstentions
    11,956,279  4,222,940  153,929

     

    2. Adjournment Proposal

     

    The votes were cast for this matter as follows:

     

    Votes For  Votes Against  Abstentions
    13,570,278  2,367,590  395,280

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits

     

    The following exhibits are being filed or furnished, as applicable, with this Current Report on Form 8-K:

     

    Exhibit No.   Description
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

     

    1

     

     

    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.
       
    June 5, 2025 By: /s/ Karina M. Fedasz
      Name:  Karina M. Fedasz
      Title: Interim Chief Executive Officer and Interim Chief Financial Officer

     

     

    2

     

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