Onconetix (ONCO) Receives $1.11M From Warrant Exercise

Onconetix, Inc. (Nasdaq: ONCO), today announced it has entered into definitive agreements for the immediate exercise of certain existing warrants to purchase 7,458,642 shares of its common stock originally issued in August 2022 and August 2023, having exercise prices ranging from $1.09 to $2.546 per share, at a reduced exercise price of $0.15 per share. The transaction is expected to close on or about July 12, 2024, subject to satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the transaction.

The aggregate gross proceeds from the exercise of the existing warrants are expected to be approximately $1.11 million, before deducting placement agent fees and other offering expenses payable by the Company. The Company expects to use the net proceeds from the transaction for working capital and general corporate purposes.

The shares of common stock issuable upon exercise of the existing warrants are registered pursuant to an existing registration statement on a Registration Statement on Form S-1 (File No. 333-277066), declared effective by the Securities and Exchange Commission (the “SEC”) on July 1, 2024.

In consideration for the immediate exercise of the existing warrants for cash, the Company will issue new unregistered warrants to purchase up to an aggregate of an aggregate of 22,375,926 shares of common stock at an exercise price of $0.15 per share in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”). The shares of common stock issuable upon exercise of the new warrants is subject to stockholder approval and will become exercisable on the effective date of the stockholder approval. The Company agreed to convene a stockholders’ meeting on or before 90 days following the closing date of the transaction to obtain such approval. One-third of the new warrants will have a term of exercise equal to five years from the date of stockholder approval, and the remaining two-thirds will have a term of exercise equal to twenty-four months from the date of stockholder approval.

The new warrants offered in the private placement have not been registered under the 1933 Act, or applicable under state securities laws. Accordingly, the new warrants and shares of common stock issuable upon the exercise of the new warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the 1933 Act and such applicable state securities laws. As part of the offering, the Company has agreed to file a resale registration statement with the SEC as soon as practicable and within 30 days to register the resale of the shares of common stock issuable upon the exercise of the new warrants issued in the private placement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

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