ONCO · Onconetix, Inc.

Onconetix, Inc., headquartered in Cincinnati, Ohio, has filed this S-1/A on May 7, 2026, primarily to register 25,000,000 shares of common stock for resale by Keystone Capital Partners, LLC, a significant investor providing recent financing through promissory notes dated August 6 and August 28, 2025. This resale registration facilitates liquidity for the selling stockholder without direct proceeds to the company, but it underscores Onconetix's reliance on such investors amid a complex web of financing instruments. The exhibit list reveals heavy debt activity, including multiple promissory notes from Keystone Capital Partners, LLC and KCP Fund I, LLC, amended and restated notes with Veru Inc., and Series C, D, and E Preferred Stock with warrants sold in late 2024 and 2025, alongside related registration rights agreements and securities purchase agreements. Forbearance agreements with Veru Inc., culminating in a settlement on September 22, 2025, highlight ongoing creditor negotiations and potential liquidity pressures. Licensing deals, such as those with Laboratory Corporation of America Holdings (amended December 6, 2025), Immunovia AB (September 17, 2025), and New Horizon Health Limited (2021 with 2023 amendment), suggest a biotechnology focus on diagnostics or therapeutics, though specifics remain undisclosed here. Distribution with Cardinal Health and research services with Immunovia point to commercialization efforts. Management shows transitions, with CEO David A. White's employment agreement dated March 18, 2026, interim CFO Karina M. Fedasz's consulting role from June 2024, and multiple separation agreements like those for Erin Henderson, Jon Garfield, Dr. Neil Campbell, and Bruce Harmon, supplemented by consulting pacts with The Aetos Group, Thomas Meier, and James Sapirstein. The board includes Chairman Sammy Dorf, Sarah Romano, and Josh Epstein. Legal counsel Ellenoff Grossman & Schole LLP opines that the shares, tied to Series C and D Preferred designations, will be validly issued, fully paid, and non-assessable upon sale per the prospectus. Governance features standard indemnification for directors and officers, power of attorney, and consents from MaloneBailey LLP. Investor implications center on dilution risks from convertible instruments, ongoing financing needs evidenced by 2025 notes and ELOC agreements, and execution risks in licensing partnerships. The absence of financial metrics or use of proceeds in this excerpt limits visibility into cash position or burn, but the volume of debt restructurings signals high leverage. This filing matters for transparency on resale shares, potentially increasing public float and trading volume for ONCO ticker holders, while exposing governance stability amid executive churn.