Welcome to our dedicated page for Onconetix SEC filings (Ticker: ONCO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Onconetix, Inc. filings document the regulatory record of a Nasdaq-listed biotechnology company focused on men's health and oncology diagnostics. Registration statements, amendments, proxy materials, and current reports describe securities offerings, preferred stock and warrant terms, common-stock structure, shareholder voting matters, and reverse-stock-split authorizations.
The company's SEC reports also disclose governance changes, board and executive appointments, material agreements, operating and financial results, clinical or regulatory matters, and risk factors related to its commercial-stage biotechnology business and Proclarix prostate cancer diagnostic.
Onconetix, Inc. registered 100,000,000 shares of Common Stock for resale on behalf of Keystone Capital Partners, LLC under an equity line of credit (ELOC). The registration covers shares that have been or may be issued to Keystone under an October 2, 2024 ELOC Purchase Agreement.
The company states it will not sell securities under this prospectus and will not receive proceeds from secondary sales by Keystone under this registration. Separately, Onconetix may receive up to $25 million in aggregate gross proceeds from sales to Keystone under the ELOC; through June 5, 2026, approximately 2.6 million split-adjusted shares were sold for aggregate proceeds of about $11.3 million. Shares outstanding were 3,691,492 prior to this registration; issuance of all 100,000,000 registrable shares would imply 103,691,492 shares outstanding on the stated assumptions.
Onconetix, Inc. is registering 100,000,000 shares of common stock for resale by Keystone Capital Partners under an equity line of credit. These shares may be issued to Keystone over time under a $25 million ELOC, then resold into the market.
As of June 5, 2026, 3,691,492 shares were outstanding; issuing all ELOC shares would raise that to 103,691,492, implying very significant dilution. Through June 5, 2026, about 2.6 million split-adjusted shares had already been sold under the ELOC for roughly $11.3 million in proceeds.
The company is commercializing its Proclarix prostate cancer diagnostic but has abandoned ENTADFI and fully impaired those assets. It reported a 2025 net loss of about $15.5 million and had cash of approximately $3.7 million at March 31, 2026 and $6.5 million at June 5, 2026, with an accumulated deficit near $135.4 million and explicit “substantial doubt” about its ability to continue as a going concern.
Onconetix, Inc. is implementing a 1-for-10 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on May 21, 2026. The move is intended to help the company meet Nasdaq’s $1.00 minimum bid price requirement for continued listing.
Every 10 shares of issued and outstanding common stock will automatically convert into one share, reducing outstanding shares from approximately 11.4 million to 1.14 million, with no change to authorized shares or par value. Fractional shares will not be issued; affected holders will receive a cash payment based on the prior-day closing price.
Onconetix, Inc. filed an 8-K to highlight Q1 2026 progress at its fully owned Swiss subsidiary Proteomedix AG, developer of the Proclarix® blood test for clinically significant prostate cancer. The company reported two new peer-reviewed publications from a Danish clinical study, including a paper in BMC Cancer showing Proclarix® evaluated in 371 men and outperforming %fPSA and the ERSPC risk calculator in reducing overdiagnosis and unnecessary biopsies. A second paper in Cancers, in 132 men under active surveillance, showed the prognostic value of the Proclarix® risk score for predicting transition to active treatment. Onconetix also announced the PRIME multi-center clinical validation study with Labcorp in the U.S., targeting up to 500 men across various ethnicities, and early commercial traction in Europe, including close to 100 Proclarix® tests performed in a UK real-world screening initiative and progress with a new collaboration partner in Turkey.
Onconetix, Inc. reported a first‑quarter 2026 net loss of $4.2 million, narrower than $8.5 million a year earlier, driven largely by non‑cash items. Revenue fell to $21,457 from $101,630, all from Proclarix diagnostics, resulting in a small gross loss.
The company recorded a further goodwill impairment of about $8.1 million, reducing goodwill to $10.2 million. A large favorable change in the fair value of Series D and Series E derivative liabilities added other income of about $6.0 million, partly offsetting operating losses.
Cash was $3.7 million at March 31, 2026, with about $2.1 million used in operating activities during the quarter. Management discloses substantial doubt about the company’s ability to continue as a going concern, noting ongoing losses, limited cash and no committed financing.
Capital structure is highly complex, with multiple preferred series, warrants and an equity line of credit. Subsequent to quarter‑end, conversions of Series D and Series E preferred stock and an ELOC draw increased common shares outstanding to 11,464,572 by May 12, 2026, significantly diluting existing holders. Onconetix also signed a Share Exchange Agreement with Realbotix Corp. that could transfer 75–90% of fully diluted equity to Realbotix’s owner, contingent on minimum net cash, an additional equity line and full conversion of its preferred stock.
Onconetix is registering up to 25,000,000 shares of Common Stock for resale on behalf of Keystone Capital Partners under an equity line of credit (ELOC). The registration covers shares that have been or may be issued to Keystone under a Common Stock ELOC Purchase Agreement.
The Company will not receive proceeds from resale under this prospectus, but may receive up to $25.0 million in aggregate gross proceeds from Keystone under the ELOC Purchase Agreement. Through April 24, 2026, the Company sold approximately 701,933 split-adjusted shares under the ELOC for aggregate proceeds of approximately $8.1 million. Shares outstanding were 11,464,572 as of April 24, 2026; if all ELOC shares were issued, pro forma outstanding would be 36,464,572 shares (assuming the illustrative pricing described in the ELOC).
Onconetix, Inc. filed Amendment No. 1 to its Form S-1 registration statement, mainly to add a new legal opinion as Exhibit 5.1 from Ellenoff Grossman & Schole LLP regarding the legality of the securities being registered. The amendment is described as an exhibit-only filing, with the remainder of the registration statement unchanged and omitted from this document.
The filing states that the proposed sale of securities may occur from time to time after the registration statement becomes effective. It also lists extensive corporate, financing, equity plan, and commercial agreements as exhibits and is signed on behalf of Onconetix by Chief Executive Officer David A. White and other directors and officers.