Core Viewpoint - The company has experienced a poor start to the year in terms of share price despite positive developments such as success at CES and securing Ericsson as a key client [2]. Group 1: Company Developments - The company is making substantial progress on its audit and is optimistic about meeting the deadline later this month [3]. - The previous CFO left unexpectedly, necessitating a restart of the accounting process with the new CFO, Scott Meyers, who is viewed positively by the company [3]. - The relationship with auditors is reported to be excellent, with no issues found, although the audit process started later than initially planned [4].

Core Viewpoint - Onconetix, Inc. is acquiring Realbotix LLC in an all-stock transaction, aiming to enhance shareholder value through the integration of Realbotix's advanced humanoid robotics technology [1][4]. Company Overview - Onconetix, Inc. is a biotechnology company focused on oncology solutions, including the Proclarix® diagnostic test for prostate cancer [8]. - Realbotix LLC specializes in AI-powered humanoid robotics, designed for customer-facing roles across various industries such as healthcare, education, hospitality, and entertainment [2][9]. Transaction Details - The share exchange agreement allows Onconetix to acquire 100% of Realbotix's equity interests, with Realbotix Parent expected to hold between 75% and 90% of the combined company's shares post-transaction [4][5]. - The transaction has been unanimously approved by the boards of both companies and is subject to customary closing conditions, including shareholder approval and regulatory clearances [5]. Technological Advancements - Realbotix is recognized for its patented technologies that enable lifelike expressions and social interactions, allowing its robots to operate autonomously without human teleoperation [3]. - The robots are equipped with advanced vision systems capable of interpreting emotional visual cues and situations, enhancing their functionality in public venues [3]. Strategic Importance - The merger is viewed as a strategic move to unlock significant value for shareholders and to position the combined entity for future growth in the humanoid robotics market [4]. - Andrew J. Oakley, Chairman of Onconetix, expressed excitement about the potential to change the company's strategic direction through this acquisition [3].

Financial Performance - Total revenue for Q3 2025 was $303,651, a decrease of 25.4% compared to $406,859 in Q3 2024[16] - Gross profit for Q3 2025 was $268,894, significantly higher than $105,414 in Q3 2024, reflecting improved cost management[16] - The net loss for Q3 2025 was $8,783,702, compared to a net loss of $3,827,405 in Q3 2024, representing an increase in losses of 129.3%[16] - The company reported a gross profit margin of 88.5% in Q3 2025, compared to 25.9% in Q3 2024, indicating improved profitability[16] - For the nine months ended September 30, 2025, the company reported a net loss of $19.7 million, an improvement from a net loss of $29.3 million for the same period in 2024, representing a 32.5% reduction in losses[24] - The company used approximately $6.6 million in cash for operating activities during the nine months ended September 30, 2025, compared to $9.6 million in the same period of 2024, indicating a 31.3% decrease in cash used[24] Assets and Liabilities - Total assets decreased to $19,678,868 as of September 30, 2025, down from $28,181,563 at December 31, 2024, a decline of 30.3%[14] - Current liabilities decreased to $16,303,023 as of September 30, 2025, from $18,290,129 at December 31, 2024, a reduction of 10.8%[14] - The accumulated deficit increased to $136,884,245 as of September 30, 2025, compared to $115,683,621 at December 31, 2024, an increase of 18.3%[14] - The total stockholders' equity decreased to $3,374,121 as of September 30, 2025, down from $8,542,627 at December 31, 2024, a decline of 60.5%[14] Stock and Equity - The balance of common stock increased to $119,563,951, indicating ongoing capital activities[19] - The company had a total of 64,236,085 shares of common stock outstanding as of the latest reporting date[19] - The balance of preferred stock as of September 30, 2025, was $1,560,820, with total stockholders' equity at $141,431,240[22] - The company raised approximately $12.9 million from the Series D PIPE Financing, resulting in net cash proceeds of $9.3 million, and issued 16,099 shares of Series D Preferred Stock[157] Revenue Sources - The company generated total revenue of $303,651 during the three months ended September 30, 2025, with 100% of other revenue coming from the European Union[59] - For the nine months ended September 30, 2025, total revenue was $511,775, with 93% of product sales originating from the European Union[61] - The Company recognized a license revenue of $300,000 from Immunovia AB in Q3 2025, with an additional payment of $300,000 due by March 31, 2026[84] Financing and Debt - The Company issued a non-convertible debenture of $5.0 million to a related party with an interest rate of 4.0% per annum, originally due by June 30, 2024[115] - The Company recorded approximately $0.3 million and $0.8 million of interest expense for the three and nine months ended September 30, 2025, respectively[111] - The Company recognized a loss on extinguishment of notes payable of $1,867,908 for the three and nine months ended September 30, 2025[125] Impairments and Adjustments - The company recorded full impairments of intangible assets acquired from the acquisitions of Proteomedix and ENTADFI during the year ended December 31, 2024[50] - The Company recorded an intangible asset impairment charge of approximately $3.5 million during the nine months ended September 30, 2024, due to competitive pressures[71] - Goodwill balance as of September 30, 2025, was $18,180,299, reflecting an impairment loss of approximately $11.5 million for the nine months ended September 30, 2025[72][73] Operational Challenges - The company incurred substantial operating losses since inception and expects to continue incurring significant losses for the foreseeable future[37] - The company has no committed sources of financing and faces uncertainty regarding the availability of additional funding on favorable terms[40] - The company abandoned the commercialization of ENTADFI and fully impaired its assets as of June 30, 2024, due to insufficient resources and cash runway[30] Agreements and Legal Matters - The Company entered into an Amended and Restated Forbearance Agreement with Veru, extending the due date for the April and September 2024 Veru Notes until June 30, 2025[94] - The Company agreed to make required payments during the April 2024 Forbearance Period, including $50,000 of principal and 15% of monthly cash receipts from Proteomedix and Proclarix sales[96] - The company terminated the Merger Agreement with Ocuvex and paid a Termination Payment of $302,343.55[204]

As filed with the Securities and Exchange Commission on November 4, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Onconetix, Inc. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 2834 83-2262816 (I.R.S. Employer Identification No.) 201 E. Fifth Street, Suite ...

As filed with the Securities and Exchange Commission on November 4, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Onconetix, Inc. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 2834 83-2262816 (I.R.S. Employer Identification No.) 201 E. Fifth Street, Suite ...

Group 1 - Onco-Innovations Limited has appointed Mr. Jared Rushton to its Board of Directors, effective immediately [1]

As filed with the Securities and Exchange Commission on October 15, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Onconetix, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 83-2262816 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) If any of the securities be ...

As filed with the Securities and Exchange Commission on October 15, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Onconetix, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 83-2262816 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 201 E. Fifth Street, Suite ...

Group 1 - Onconetix announced a private placement of Series D Convertible Preferred Stock and warrants, raising approximately $12.9 million [1] - The financing included $9.3 million in cash, with the remainder used to offset debts owed to certain investors [1] - The Series D Preferred Stock is convertible into 4,362,827 shares of Common Stock, with anti-dilution adjustments [1] Group 2 - The warrants have an initial exercise price of $3.6896 per share and are exercisable for three years from the issuance date [1] - Approximately $6.3 million of the proceeds were used to pay off a debt to Veru, Inc., while $2.5 million of debt was converted into Series D Preferred Stock and warrants [1] - Remaining net cash proceeds will be used for costs related to the termination of a business combination with Ocuvex, Inc., and for working capital [1]

Core Insights - Onconetix, Inc. has completed a private placement of Series D Convertible Preferred Stock and Warrants, raising approximately $12.9 million [1][2] - The financing transaction involved $9.3 million in cash and the remainder used to offset debts [1][3] - The proceeds will be used to settle debts, cover costs related to a terminated business combination, and for working capital [3] Financing Details - The private placement includes shares convertible into 4,362,827 shares of Common Stock and Warrants to purchase the same number of shares [1] - The initial exercise price for the Warrants is set at $3.6896 per share, with anti-dilution adjustments applicable [1] - The Company will seek stockholder approval for the issuance of shares related to the Series D Preferred Stock and Warrants [2] Debt Settlement - Approximately $6.3 million of the financing proceeds were allocated to settle a debt with Veru, Inc., while $2.5 million of debt was converted into Series D Preferred Stock and Warrants [3] - The total debt owed to Veru, Inc. was approximately $8.8 million [3] Company Overview - Onconetix, Inc. is focused on innovative solutions for men's health and oncology, including the Proclarix® diagnostic test for prostate cancer [4] - The Company has acquired Proteomedix, enhancing its product offerings in the oncology space [4]