SEC Form SC 13D filed by Onconetix Inc.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Onconetix, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

68237Q104

(CUSIP Number)

Ralph Schiess

c/o Proteomedix AG

Wagistrasse 23

8952 Schlieren

Switzerland 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 24, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer.

This Schedule 13D is filed (this “Schedule 13D”) by the Reporting Person (as identified above and defined below) with respect to the common stock, par value $0.00001 (“Shares”) of Onconetix, Inc., a Delaware company, with its principal executive offices located at 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio.

Item 2. Identity and Background.

Ralph Schiess (“Ralph Schiess”)

Item 3. Source and Amount of Funds or Other Consideration.

The Reporting Person has acquired all of the Shares beneficially owned by him pursuant to a certain Share Exchange Agreement (“SEA”), dated December 15, 2023, by and among the Issuer, Proteomedix AG (“Proteomedix”), all the holders of Proteomedix capital stock. In connection with the transactions contemplated by the Share Exchange Agreement, the Issuer acquired all of the issued and outstanding equity interests of Proteomedix, Proteomedix became a direct, wholly-owned subsidiary of the Issuer, and the Issuer introduced Onconetix, Inc. as the new name for the combined company (the “PMX Acquisition”).

As a holder of certain Proteomedix equity interests, on December 15, 2023, the Reporting Person received 269,749 Shares and 195,664 shares of Series B Convertible Preferred Stock of the Issuer in consideration for the entirety of his equity interests in Proteomedix. In accordance with the Certificate of Designation for the Series B Convertible Preferred Stock, each share of Series B Convertible Preferred Stock automatically converted into 100 shares of the Issuer’s common stock (the “Conversion Shares”) upon the latest date upon which (i) the Issuer obtained stockholder approval with respect to the issuance of the Series B Convertible Preferred Stock and the Conversion Shares in excess of 20% of the issued and outstanding Shares on the first issuance date of any preferred stock of the Issuer (the “Stockholder Approval”) and (ii) the date which the Issuer effected an increase in the number of shares of Shares authorized in its certificate of incorporation to effectuate the transactions as contemplated in the SEA and other ancillary documents in connection therewith. The Issuer (i) obtained the requisite Stockholder Approval at its 2024 Annual Meeting of the Stockholders held on September 5, 2024 and (ii) effectuated a 1-for-40 reverse split of the Shares on September 24, 2024. As a result, the 195,664 shares of Series B Convertible Preferred Stock held by the Reporting Person automatically converted into 489,160 Shares on September 24, 2024. Therefore, as of September 24, 2024, the Reporting Person beneficially owns an aggregate of 495,903 Shares on a post-split basis.

Item 4 .Purpose of Transaction. 

The Reporting Person has acquired all of the Shares beneficially as described above in Item 3. The Reporting Person serves as the Interim Chief Executive Officer and Chief Science Officer of the Issuer and, as a result, may be asked to discuss matters related to items (a) through (j) of this Item 4 of Schedule 13D with representatives of the Issuer and others. Other than in connection with the prior PMX Acquisition and except as may be set forth herein, the Reporting Person has no current intention, plans or proposal with respect to items (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer. 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. 

Lock-Up Agreement – Pursuant to the terms of a Lock-Up Agreement dated December 15, 2023 (the “Lock-Up Agreement”), a copy of the form of which is attached to this Schedule 13D as Exhibit B and incorporated herein by reference, the Reporting Person has agreed, subject to certain exceptions, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, the Shares issued pursuant to the SEA or upon conversion of the Series B Convertible Preferred Stock of the Issuer, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of such shares or other securities, in cash or otherwise (subject to certain exceptions) during the period commencing December 15, 2023 and ending on the earlier of December 31, 2024 and the 6-month anniversary of the date of Stockholder Approval of the issuance of Shares upon conversion of the Series B Preferred Stock of the Issuer (and other matters).

Item 7. Material to Be Filed as Exhibits. 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the person named below agree to the filing of this Statement on Schedule 13D with respect to the Shares

Dated: October 1, 2024