Onconetix arranges $30.25 million PIPE financing and $750 million equity line

Onconetix, Inc. disclosed in an 8-K that on July 28, 2026, it signed a securities purchase agreement with an accredited investor to sell 37,812 shares of Series F convertible preferred stock, par value $0.00001 per share, for an aggregate purchase price of $30,249,600.¹

The Series F Preferred Stock carries a stated value of $1,000 per share, and the company has authorized the issuance of up to 42,000 shares of Series F Preferred Stock.¹ Holders can convert their shares into common stock, with an initial conversion price of $0.9767 per share, subject to adjustment as provided in the Certificate of Designations.¹

If a triggering event occurs, default dividends accrue on the stated value at a rate of 15.0% per annum until the triggering event is cured.¹ The company also has redemption rights, allowing it to redeem all or a portion of the outstanding Series F Preferred Stock for cash at a redemption price equal to 125% of the greater of the applicable conversion amount and a value tied to the highest closing sale price of the common stock during the measurement period.¹

Separately, Onconetix entered a Common Stock Purchase Agreement establishing an equity line under which it may direct an investor to buy shares having an aggregate purchase price of up to the lesser of $750,000,000 and 19.99% of the total number of shares of common stock outstanding immediately prior to the agreement, unless stockholder approval has been obtained or a Nasdaq exception applies.¹ As part of that arrangement, the company agreed to pay a $30,000,000 commitment fee, which the investor agreed to apply toward its purchase of Series F Preferred Stock.¹

Both the preferred shares and the equity line securities were sold without registration, relying on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.¹