Onconetix Exercises Warrants, Secures $1.11 Million

Onconetix, Inc., based in Cincinnati, Ohio, has announced definitive agreements for the immediate exercise of certain existing warrants, allowing for the purchase of 7,458,642 shares of its common stock. These warrants, initially issued in August 2022 and August 2023, had exercise prices ranging from $1.09 to $2.546 per share, which have now been reduced to $0.15 per share. The transaction is expected to close around July 12, 2024, pending customary closing conditions. H.C. Wainwright & Co. is serving as the exclusive placement agent for this transaction.

The exercise of these existing warrants is anticipated to generate approximately $1.11 million in gross proceeds before deducting placement agent fees and other associated expenses. The net proceeds from this transaction are planned to be utilized for working capital and general corporate purposes. The shares issuable upon the exercise of these warrants are registered under a current Registration Statement on Form S-1, which the SEC declared effective on July 1, 2024.

In exchange for the immediate cash exercise of these warrants, Onconetix will issue new unregistered warrants allowing the purchase of up to 22,375,926 shares of common stock at an exercise price of $0.15 per share. This issuance will be conducted in a private placement according to Section 4(a)(2) of the Securities Act of 1933, as amended. The new warrants are subject to stockholder approval and will become exercisable upon the effective date of this approval. Onconetix has committed to holding a stockholders’ meeting within 90 days of the transaction's closing date to secure this approval. One-third of the new warrants will have a five-year exercise term from the date of stockholder approval, while the remaining two-thirds will have a 24-month exercise term from the same date.

The new warrants offered in this private placement have not been registered under the Securities Act of 1933 or applicable state securities laws. Therefore, they and the shares issuable upon their exercise cannot be offered or sold in the United States unless an effective registration statement or an applicable exemption from registration requirements is in place. As part of this offering, Onconetix has agreed to file a resale registration statement with the SEC within 30 days to register the resale of the shares issuable upon exercise of the new warrants.

Onconetix, Inc. is a commercial-stage biotechnology company focusing on men's health and oncology through research, development, and commercialization of innovative solutions. The company recently acquired Proteomedix AG and now owns Proclarix, an in vitro diagnostic test for prostate cancer, which is approved for sale in the European Union and is planned to be marketed in the U.S. through a license agreement with Labcorp. Additionally, Onconetix owns ENTADFI, an FDA-approved daily pill combining finasteride and tadalafil for treating benign prostatic hyperplasia, a prostate disorder.

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