Onconetix, Inc. (ONCO) Form 424B3 — Sep 8, 2026
Onconetix filed a 424B3 prospectus registering the resale by Seven Knots LLC of up to 100,000,000 common shares issuable upon conversion of Series F preferred stock, a figure the filing itself says would equal 2,282% of the company's 4,380,522 shares outstanding as of August 28, 2026. The company will receive no proceeds from these resales; the Series F preferred was issued in a July 2026 PIPE with an aggregate purchase price of $30,249,600, satisfied mostly by cancelling a $30,000,000 commitment fee Onconetix owed Seven Knots under a new $750,000,000 equity line of credit.
Key figures
- Net Income
- -$14.0 million FY2025; -$58.7 million FY2024
- Cash Position
- approximately $5.1 million as of August 28, 2026 ($5.9 million as of June 30, 2026)
- Gross Proceeds
- None to the company from Selling Stockholder resales; underlying July 2026 PIPE was $30,249,600, satisfied mostly via cancellation of a $30,000,000 commitment fee plus $249,600 cash
- Shares Offered
- 100000000
- Shares Outstanding
- 4380522
- Eloc commitment
- $750,000,000 capped at 789,426 shares (19.99% Exchange Cap)
- Accumulated deficit
- approximately $138.3 million as of June 30, 2026
- Reverse splits 2026
- 1:5 (March 25, 2026) and 1:10 (May 21, 2026)
- Default dividend rate
- 15% per annum upon Triggering Event
- Conversion floor price
- 0.19534
- Initial conversion price
- 0.9767
- Last reported sale price
- 0.612
- Beneficial ownership limit
- 4.99% (raisable to 9.99%)
- Operating cash used h1 2026
- approximately $4.0 million
- Max purchase per vwap notice
- $5,000,000
- Dilution vs shares outstanding
- 2,282%
- Realbotix seller ownership range
- 75%-90% of fully diluted shares depending on Net Cash
- Series f preferred shares issued
- 37812
- Shares outstanding after offering
- 104380522
- Keystone eloc gross proceeds to date
- approximately $11.7 million for ~3.3 million split-adjusted shares
- Nasdaq exchange cap shares currently issuable
- 789426
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