8-K - ONCO - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):September 4, 2025 (August 28, 2025)

Onconetix, Inc.
(Exact name of registrant as specified in its charter)
Delaware	001-41294	83-2262816
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(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(IRS Employer <br><br>Identification No.)
201 E. Fifth Street, Suite 1900 Cincinnati, Ohio	45202
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including

area code: (513) 620-4101

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	ONCO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement

Keystone Capital LLC Promissory Note and KCPFund I Promissory Note

On August 28, 2025, Onconetix, Inc. (the “Company”) issued promissory note to each of (i) Keystone Capital Partners, LLC (“Keystone” and such note, the “Keystone Note”) and (ii) KCP Fund I, LLC, an affiliate of Keystone (the “KCP Note”, and together with the Keystone Note, the “Notes”) each with original issue discount of $8,823.53 and a principal amount of $58,823.53. The Notes are due and payable upon the earlier of (i) the Company’s receipt of sufficient proceeds from its equity line of credit with Keystone (the “ELOC”) and (ii) May 28, 2026. The Notes are subordinate to the Company’s existing debt obligations to Veru Inc. (“Veru”). The Notes do not initially bear interest, however, any amounts due under the Notes which are not paid when due shall incur a late charge of 15% per annum until such amounts are paid in full. The Keystone Note provides for mandatory prepayment in the event that the Company raises sufficient additional capital through securities offerings other than the ELOC.

The above descriptions of the Keystone Note and the KCP Note are qualified in their entirety by the text of the Keystone Note and KCP Note, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

Amended and Restated Veru Inc. Promissory Note

As previously reported on a Current Report on Form 8-K filed on April 20, 2023 (the “April 2023 8-K”), on April 19, 2023, the Company entered into an asset purchase agreement with Veru (the “Veru APA”). Pursuant to, and subject to the terms and conditions of, the Veru APA, the Company purchased substantially all of the assets related to Veru’s ENTADFI business, in a transaction that closed in April 2023. Pursuant to the terms of the Veru APA, the Company agreed to provide Veru with initial consideration totaling $20.0 million, including (i) $4.0 million in the form of a non-interest bearing note payable due on September 30, 2023, and (iii) $10.0 million in the form of two equal (i.e. each for $5.0 million) non-interest bearing notes payable, each due on April 19, 2024 (the “April VeruNote”) and September 30, 2024 (the “September Veru Note” and together with the April Veru Note, the “VeruNotes”).

As previously reported on a Current Report on Form 8-K filed on April 26, 2024 (the “April 2024 8-K”), on April 26, 2024, the Company entered into a forbearance agreement with Veru (the “Original Forbearance Agreement”) due to the Company’s failure to repay the principal balance on the April Veru Note. Pursuant to the Original Forbearance Agreement, among other things, Veru agreed to forbear from exercising its rights and remedies under the April Veru Note as a result of this default until March 31, 2025.

As previously reported on a Current Report on Form 8-K filed on September 20, 2024 (the “September 2024 8-K”), on September 19, 2024, the Company entered into an Amended and Restated Forbearance Agreement with Veru (the “A&R Forbearance Agreement”), which amended and restated the Original Forbearance Agreement in its entirety. Pursuant to the A&R Forbearance Agreement, Veru agreed to forbear from exercising its rights and remedies under the Veru Notes. The A&R Forbearance Agreement, among other things, extended the due date for the Veru Notes until the earlier to occur of (i) June 30, 2025 or (ii) the occurrence of any Event of Default (as such term is defined in the Veru Notes). The A&R Forbearance Agreement also effected certain modifications to the payment terms in the Original Forbearance Agreement and amended certain terms of the September Veru Note.

As previously reported on a Current Report on Form 8-K on December 3, 2024 (the “December 2024 8-K”), on November 26, 2024, the Company entered into a second Amended and Restated Forbearance Agreement with Veru (the “Second A&R Forbearance Agreement”), which amended and restated certain terms of the A&R Forbearance Agreement. Pursuant to the Second A&R Forbearance Agreement, Veru agreed to waive the due date for payment of applicable Cash Receipt Payments (as such term is defined in the Second A&R Forbearance Agreement) generated in October 2024 until the Company receives funds of at least $97,000 pursuant to the ELOC. In exchange, the Company agreed to increase its payments to be made to Veru out of future financing and strategic transactions through June 30, 2025, from 20% to 25% of net proceeds generated from such transactions. All other terms of the A&R Forbearance Agreement with Veru remained the same.

Subsequent to the November 2024 A&R Forbearance Agreement, the Company and Veru had entered into the following waivers agreements where Veru had waived and extended the date for payment for the Veru Notes:

●	On March 31, 2025, Veru and the Company entered into a waiver agreement, pursuant to which Veru agreed to waive and extend the date for payment of the April Veru Note to April 14, 2025;
●	On April 23, 2025, Veru and the Company entered into a limited waiver agreement, pursuant to which Veru agreed to waive and extend the date for payment of the April Veru Note to June 30, 2025;
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●	On June 30, 2025, Veru and the Company entered into a waiver agreement, pursuant to which Veru agreed to waive and extend the date for payment Veru Notes to July 31, 2025; and
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●	On July 31, 2025, Veru and the Company entered into a waiver agreement, pursuant to which Veru agreed to waive and extend the date for payment of the Veru Notes to August 14, 2025.
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As previously reported on a Current Report on Form 8-K on August 12, 2025 (the “August 2025 8-K”), on August 7, 2025, Veru and the Company agreed to amend and restate the September Veru Note (as amended and restated, the “A&R September Veru Note”). Pursuant to the A&R September Veru Note, the principal amount owed to Veru was increased by $100,000 to an aggregate principal amount of $5.1 million, and the maturity date was amended to August 14, 2025. All other terms of the September Veru Note remained the same.

On August 28, 2025, Veru and the Company agreed to amend and restate the September Veru Note (as amended and restated, the “Second A&R September VeruNote”). Pursuant to the Second A&R September Veru Note, the principal amount owed to Veru was increased by $100,000 to an aggregate principal amount of $5.2 million, and the maturity date was amended to September 19, 2025. All other terms of the September Veru Note remained the same.

On August 28, 2025, Veru and the Company also entered into a waiver agreement (the “August 2025 Veru Waiver”) pursuant to which Veru agreed to waive and extend the date for payment of the April Veru Note to September 19, 2025.The above descriptions of the Second A&R September Veru Note and the August 2025 Veru Waiver are qualified in their entirety by the text of the Second A&R September Veru Note and the August 2025 Veru Waiver, copies of which are attached as Exhibit 10.3 and 10.4 to this Current Report on Form 8-K and incorporated by reference herein. For more information about the terms of the Veru Notes, the Original Forbearance Agreement, the A&R Forbearance Agreement, the Second A&R Forbearance Agreement and the A&R September Veru Note, please see the April 2023 8-K, the April 2024 8-K, the September 2024 8-K, the December 2024 8-K and the August 2025 8-K.

Item 2.03. Creation of a Direct Financial Obligationor an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed or furnished, as applicable, with this Current Report on Form 8-K:

Exhibit No.	Description
10.1	Promissory Note, dated August 28, 2025, by and between Keystone Capital Partners, LLC and the Company
10.2	Promissory Note, dated August 28, 2025, by and between KCP Fund I, LLC and the Company
10.3	Second Amended and Restated Promissory Note, dated August 28, 2025, by and between Veru, Inc. and the Company
10.4	Waiver, dated August 28, 2025, by and between Veru, Inc. and the Company
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Onconetix, Inc.
September 4, 2025	By:	/s/ Karina M. Fedasz
	Name:	Karina M. Fedasz
	Title:	Interim Chief Executive Officer and Interim Chief Financial Officer

Exhibit 10.1

THE ISSUANCE AND SALE OF THE SECURITY REPRESENTED BY THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (i) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITY UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM GENERALLY ACCEPTABLE TO THE COMPANY’S LEGAL COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (ii) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

UNSECUREDPROMISSORY NOTE

Issue Date: August 28, 2025	Principal Amount:	$58,823.53
New York, New York	Purchase Price:	$50,000.00
	Original Issue Discount:	$8,823.53

FOR VALUE RECEIVED, Onconetix, Inc., a Delaware corporation (the “Maker*”), hereby promises to pay to the order of Keystone Capital Partners, LLC, a Delaware limited liability company or its assigns (“Holder”*), the principal amount of $58,823.53 (the “Principal”) due and payable in accordance with the terms hereof.

In lieu of the accrual of interest on the outstanding principal amount hereof on any date prior to the Maturity Date, this Note carries an original issue discount of $8,823.53 (the “OID”); thus, the purchase price of this Note shall be $50,000.00, computed as follows: $58,823.53 initial principal balance less the OID. As set forth in Section 6 herein, this Note shall rank junior to any existing senior debt obligations of the Company (“Senior Indebtedness”).

Payment on Maturity. The entire unpaid Principal and OID of this Note, shall be due and payable upon the earlier of (i) the Company’s receipt of sufficient proceeds from that certain Equity Line of Credit (the “ELOC”) by and between the Company and the Holder and (ii) May 28, 2026^1^. For the avoidance of doubt, the Holder shall be entitled to receive all proceeds from the ELOC until the Principal Amount ($58,823.53) has been repaid. The Maker will pay to the Holder of this Note on demand such further amount as shall be sufficient to cover up to $10,000 of costs and expenses of such Holder incurred in the drafting, negotiation, and enforcement or collection of this Note, including, without limitation, reasonable attorneys’ fees, expenses and disbursements. The purchase price of this Note is $50,000.00.
Reserved.

^1^	Needs to be 9 months post issuance

Mandatory Prepayment. Notwithstanding anything herein to the contrary, so long as any amounts remain outstanding hereunder,

(i)	all cash proceeds received by the Maker on or after the date hereof from any sales of any securities of<br>the Maker after the date hereof (each, a “Subsequent Offering”, and each such cash amount, the “Subsequent<br>Offering Proceeds” thereof), specifically excluding the proceeds required to repay the Company’s senior lender and the<br>holder of the Series C Preferred Stock, shall be used to repay this Note (such portion of any given Subsequent Offering Proceeds required<br>to be mandatorily paid to the Holder hereunder, each a “Subsequent Offering Payment”). Any Subsequent Offering Payment<br>received by the Maker prior to 4:00 P.M. (New York City time) on a given date shall be paid to the Holder on such given date. Any Subsequent<br>Offering received by the Maker after 4:00 P.M. (New York City time) on a given date shall be paid to the Holder on the immediately following<br>business day. The Maker shall deliver written notice of any transactions with respect to the applicable Subsequent Offering three (3)<br>business days prior to the contemplated consummation of such Subsequent Offering.
(ii)	Following the payment of proceeds to Maker’s senior lender and Maker’s holders of the Series<br>C Preferred Stock, as set forth in the Registration Statement on Form S-1 (File No. 333-284507), which was declared effective on February<br>11, 2025, all cash proceeds received by the Maker on or after the date hereof from the ELOC shall be used to repay this Note and the Promissory<br>Notes issued by Maker to Holder on May 15, 2025, the Promissory Note issued by the Maker to the Holder on February 11, 2025, the Promissory<br>Note issued by the Maker to the Holder on June 5, 2025, and the Promissory Note issued by the Maker to the Holder on August 6, 2025.
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(i)

all cash proceeds received by the Maker on or after the date hereof from any sales of any securities of the Maker after the date hereof (each, a “Subsequent Offering”, and each such cash amount, the “Subsequent Offering Proceeds” thereof), specifically excluding the proceeds required to repay the Company’s senior lender and the holder of the Series C Preferred Stock, shall be used to repay this Note (such portion of any given Subsequent Offering Proceeds required to be mandatorily paid to the Holder hereunder, each a “Subsequent Offering Payment”). Any Subsequent Offering Payment received by the Maker prior to 4:00 P.M. (New York City time) on a given date shall be paid to the Holder on such given date. Any Subsequent Offering received by the Maker after 4:00 P.M. (New York City time) on a given date shall be paid to the Holder on the immediately following business day. The Maker shall deliver written notice of any transactions with respect to the applicable Subsequent Offering three (3) business days prior to the contemplated consummation of such Subsequent Offering.

(ii)

Following the payment of proceeds to Maker’s senior lender and Maker’s holders of the Series C Preferred Stock, as set forth in the Registration Statement on Form S-1 (File No. 333-284507), which was declared effective on February 11, 2025, all cash proceeds received by the Maker on or after the date hereof from the ELOC shall be used to repay this Note and the Promissory Notes issued by Maker to Holder on May 15, 2025, the Promissory Note issued by the Maker to the Holder on February 11, 2025, the Promissory Note issued by the Maker to the Holder on June 5, 2025, and the Promissory Note issued by the Maker to the Holder on August 6, 2025.

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Representations and Warranties of Maker. Maker represents and warrants as follows as of the date hereof: (a) it is duly organized, validly existing and in good standing under the laws of its state of Delaware; (b) the execution, delivery and performance by Maker of this Note (i) are within Maker’s powers, (ii) have been duly authorized by all necessary actions, (iii) do not contravene its governing agreements, certificates or other organization documents, (iv) do not contravene any law or any contractual restriction binding on or affecting Maker, and (v) do not require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, result in the acceleration of any obligation under, or result in termination or give to others any right of termination, vesting, amendment or acceleration of any material benefit under, in each case, with or without notice, the lapse of time or both, any contract to which the Maker or any subsidiary of the Maker is a party, or by which they or any of their respective properties or assets are bound; (c) except as may be required by applicable Nasdaq listing rules, no authorization or approval or other action by, and no notice to or filing with any governmental authority or regulatory body is required for the due execution, delivery and performance by Maker of this Note; (d) this Note constitutes the legal, valid and binding obligation of Maker party thereto, enforceable against Maker in accordance with its terms, except to the extent enforceability is limited by bankruptcy, insolvency, fraudulent conveyance, moratorium and other laws for the protection of creditors generally and by general equitable principles; and (e) there is no pending or, to Maker’s knowledge, threatened action or proceeding affecting Maker before any governmental agency or arbitrator with respect to the transactions contemplated by this Note or which may materially adversely affect the property, assets or condition (financial or otherwise) of Maker.
Late Charges. Any amount of Principal, OID or other amounts due hereunder which is not paid when due (a “Payment Default”) shall result in a late charge being incurred and payable by the Maker at the rate of fifteen percent (15%) per annum of such amount from the date such amount was due until the same is paid in full (the “Late Charges”).

2
Seniority; Subordination.

(a) The indebtedness evidenced by this Note and the payment of the principal and interest hereunder shall be Senior (as hereinafter defined) to, and have priority in right of payment over, all indebtedness of Maker, now outstanding or hereinafter incurred, except for any Senior Indebtedness and Pari Passu Indebtedness. “Senior,” as used herein, shall be deemed to mean that, in the event of any default in the payment of the obligations represented by this Note (after giving effect to “cure” provisions, if any) or of any liquidation, insolvency, bankruptcy, reorganization, or similar proceedings relating to Maker, all sums payable on this Note shall first be paid in full, with interest, if any, before any payment is made upon any indebtedness, now outstanding or hereinafter incurred, except for Senior Indebtedness and Pari Passu Indebtedness, and, in any such event, any payment or distribution of any character which shall be made in respect of any other indebtedness of Maker, other than Senior Indebtedness and Pari Passu Indebtedness, shall be paid over to Holder for application to the payment hereof, unless and until the obligations under this Note (which shall mean the principal and other obligations arising out of, premium, if any, interest on, and any costs and expenses payable under, this Note) shall have been paid and satisfied in full. “Pari Passu Indebtedness” shall mean indebtedness of Maker that ranks at all times pari passu in right of priority and payment with the claims of other unsecured and unsubordinated creditors[, including, without limitation, Holder and other holders of Notes].

(b) The indebtedness represented by this Note is unsecured and subordinate in right of payment to any Senior Indebtedness; provided, however that the foregoing shall not impair, as between Maker and Holder, the obligation of Maker to pay to Holder the principal and accrued interest as and when the same shall become due and payable, or shall prevent Holder, upon default hereunder, from exercising all rights, powers and remedies otherwise provided herein or by applicable law, all subject to the rights, if any, of the holders of Senior Indebtedness.

Indemnification; Expenses. Maker hereby indemnifies and holds harmless Holder, each of its affiliates and correspondents and each of their respective directors, officers, employees, agents and advisors (each an “Indemnified Party”) from and against any and all actions, claims, damages, losses, liabilities, fines, penalties, costs and expenses of any kind (including, without limitation, counsel fees and disbursements in connection with any subpoena, investigative, administrative or judicial proceeding, whether or not the Indemnified Party shall be designated a party thereto) which may be incurred by the Indemnified Party or which may be claimed against the Indemnified Party by any person by reason of or in connection with the execution, delivery or performance of this Note, or action taken or omitted to be taken by Holder under, this Note. Nothing in this paragraph is intended to limit Maker’s obligations contained elsewhere in this Note. Without prejudice to the survival of any other obligation of Maker hereunder, the indemnities and obligations of Maker contained in this paragraph shall survive the payment in full of all obligations hereunder. Maker agrees to pay to the Holder upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Holder and of any experts and agents, which the Holder may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Note, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights of the Holder hereunder, or (iv) the failure by Maker to perform or observe any of the provisions hereof.

3
Reserved.
Miscellaneous.

(a) All amounts to be paid in cash hereunder shall be paid when due by wire transfer in United States dollars and immediately available funds in accordance with the wire instructions delivered to such party entitled to receive such payment prior to such date.

(b) If any cash payment on this Note shall become due on a Saturday, Sunday or a bank or legal holiday, such payment shall be made on the next succeeding business day.

(c) No course of dealing and no delay on the part of the Holder of this Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such Holder’s rights, powers or remedies. No right, power or remedy conferred by this Note upon the Holder hereof shall be exclusive of any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

(d) Maker hereby waives presentment, protest and demand, notice of protest, demand and dishonor and nonpayment of this Note.

(e) If Late Charges or other amounts payable under this Note is in excess of the maximum permitted by law, Late Charges or other amounts chargeable hereunder shall be reduced to the maximum amount permitted by law and any excess over the maximum amount permitted by law shall be credited to the Principal of this Note and applied to the same and not to the payment of Late Charges or such other amounts, as applicable.

(f) Maker hereby (i) irrevocably submits to the jurisdiction of any New York State or Federal court sitting in New York City, New York in any action or proceeding arising out of or relating to this Note, (ii) waive any defense based on doctrines of venue or forum non conveniens, or similar rules or doctrines and (iii) irrevocably agree that all claims in respect of such an action or proceeding may be heard and determined in such New York State or Federal court. This Note shall be governed by, and construed in accordance with, the laws of the State of Delaware. MAKER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE.

(g) This Note shall be binding upon and inure to the benefit of Maker and Holder and their respective successors, assigns, heirs and legal representations, except that Maker may not assign any rights or obligations hereunder without the prior written consent of Holder. Holder may assign to other affiliated entities all or a portion of its rights under this Note.

(h) Maker acknowledges that the transaction of which this Note is a part is a commercial transaction and hereby waives its right to any notice and hearing as may be allowed by any state or federal law with respect to any prejudgment remedy which any Holder or its successors or assigns may use.

(i) The Holder of this Note may proceed to protect and enforce the rights of such Holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

(j) If this Note is lost or destroyed, Maker shall, at Holder’s request and upon receipt of a lost note affidavit, in a customary form, from the Holder, execute and return to Holder a replacement promissory note identical to this Note. No replacement of this Note shall result in a novation of Maker’s obligations under this Note. Maker acknowledges the need to act promptly upon its receipt of the documentation evidencing any request by Holder that the Note be replaced pursuant to this paragraph and agrees that Maker will meet the reasonable deadlines of Holder provided that Maker has received the applicable documents at least ten (10) business days prior to such deadline. Furthermore, Maker agrees to reasonably cooperate with Holder to effectuate the obtainment of such title policy endorsements, or new title evidence and other assurances and documents as Holder shall reasonably require.

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IN WITNESS WHEREOF, this Note has been executed as of the date first written above.

ONCONETIX, INC.
By:	/s/ Karina M. Fedasz
Name:	Karina M Fedasz
Title:	Interim Chief Executive Officer and Interim Chief Financial Officer

Exhibit 10.2

UNSECUREDPROMISSORY NOTE

Issue Date: August 28, 2025	Principal Amount:	$58,823.53
New York, New York	Purchase Price:	$50,000.00
	Original Issue Discount:	$8,823.53

FOR VALUE RECEIVED, Onconetix, Inc., a Delaware corporation (the “Maker*”), hereby promises to pay to the order of KCP Fund I, LLC, a Delaware limited liability company or its assigns (“Holder”*), the principal amount of $58,823.53 (the “Principal”) due and payable in accordance with the terms hereof.

Payment on Maturity. The entire unpaid Principal and OID of this Note, shall be due and payable upon the earlier of (i) the Company’s receipt of sufficient proceeds from that certain Equity Line of Credit (the “ELOC”) by and between the Company and the Holder and (ii) May 28, 2026^1^. For the avoidance of doubt, the Holder shall be entitled to receive all proceeds from the ELOC until the Principal Amount ($58,823.53) has been repaid. The Maker will pay to the Holder of this Note on demand such further amount as shall be sufficient to cover up to $10,000 of costs and expenses of such Holder incurred in the drafting, negotiation, and enforcement or collection of this Note, including, without limitation, reasonable attorneys’ fees, expenses and disbursements. The purchase price of this Note is $50,000.00.
Reserved.

^1^	Needs to be 9 months post issuance

Mandatory Prepayment. Notwithstanding anything herein to the contrary, so long as any amounts remain outstanding hereunder,

(i)	all cash proceeds received by the Maker on or after the date hereof from any sales<br>of any securities of the Maker after the date hereof (each, a “Subsequent Offering”, and each such cash amount, the<br>“Subsequent Offering Proceeds” thereof), specifically excluding the proceeds required to repay the Company’s<br>senior lender and the holder of the Series C Preferred Stock, shall be used to repay this Note (such portion of any given Subsequent Offering<br>Proceeds required to be mandatorily paid to the Holder hereunder, each a “Subsequent Offering Payment”). Any Subsequent<br>Offering Payment received by the Maker prior to 4:00 P.M. (New York City time) on a given date shall be paid to the Holder on such given<br>date. Any Subsequent Offering received by the Maker after 4:00 P.M. (New York City time) on a given date shall be paid to the Holder on<br>the immediately following business day. The Maker shall deliver written notice of any transactions with respect to the applicable Subsequent<br>Offering three (3) business days prior to the contemplated consummation of such Subsequent Offering.
(ii)	Following the payment of proceeds to Maker’s senior lender and Maker’s<br>holders of the Series C Preferred Stock, as set forth in the Registration Statement on Form S-1 (File No. 333-284507), which was declared<br>effective on February 11, 2025, all cash proceeds received by the Maker on or after the date hereof from the ELOC shall be used to repay<br>this Note.
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(i)

all cash proceeds received by the Maker on or after the date hereof from any sales of any securities of the Maker after the date hereof (each, a “Subsequent Offering”, and each such cash amount, the “Subsequent Offering Proceeds” thereof), specifically excluding the proceeds required to repay the Company’s senior lender and the holder of the Series C Preferred Stock, shall be used to repay this Note (such portion of any given Subsequent Offering Proceeds required to be mandatorily paid to the Holder hereunder, each a “Subsequent Offering Payment”). Any Subsequent Offering Payment received by the Maker prior to 4:00 P.M. (New York City time) on a given date shall be paid to the Holder on such given date. Any Subsequent Offering received by the Maker after 4:00 P.M. (New York City time) on a given date shall be paid to the Holder on the immediately following business day. The Maker shall deliver written notice of any transactions with respect to the applicable Subsequent Offering three (3) business days prior to the contemplated consummation of such Subsequent Offering.

(ii)

Following the payment of proceeds to Maker’s senior lender and Maker’s holders of the Series C Preferred Stock, as set forth in the Registration Statement on Form S-1 (File No. 333-284507), which was declared effective on February 11, 2025, all cash proceeds received by the Maker on or after the date hereof from the ELOC shall be used to repay this Note.

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Representations and Warranties of Maker. Maker represents and warrants as follows as of the date hereof: (a) it is duly organized, validly existing and in good standing under the laws of its state of Delaware; (b) the execution, delivery and performance by Maker of this Note (i) are within Maker’s powers, (ii) have been duly authorized by all necessary actions, (iii) do not contravene its governing agreements, certificates or other organization documents, (iv) do not contravene any law or any contractual restriction binding on or affecting Maker, and (v) do not require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, result in the acceleration of any obligation under, or result in termination or give to others any right of termination, vesting, amendment or acceleration of any material benefit under, in each case, with or without notice, the lapse of time or both, any contract to which the Maker or any subsidiary of the Maker is a party, or by which they or any of their respective properties or assets are bound; (c) except as may be required by applicable Nasdaq listing rules, no authorization or approval or other action by, and no notice to or filing with any governmental authority or regulatory body is required for the due execution, delivery and performance by Maker of this Note; (d) this Note constitutes the legal, valid and binding obligation of Maker party thereto, enforceable against Maker in accordance with its terms, except to the extent enforceability is limited by bankruptcy, insolvency, fraudulent conveyance, moratorium and other laws for the protection of creditors generally and by general equitable principles; and (e) there is no pending or, to Maker’s knowledge, threatened action or proceeding affecting Maker before any governmental agency or arbitrator with respect to the transactions contemplated by this Note or which may materially adversely affect the property, assets or condition (financial or otherwise) of Maker.
Late Charges. Any amount of Principal, OID or other amounts due hereunder which is not paid when due (a “Payment Default”) shall result in a late charge being incurred and payable by the Maker at the rate of fifteen percent (15%) per annum of such amount from the date such amount was due until the same is paid in full (the “Late Charges”).

2
Seniority; Subordination.

Indemnification; Expenses. Maker hereby indemnifies and holds harmless Holder, each of its affiliates and correspondents and each of their respective directors, officers, employees, agents and advisors (each an “Indemnified Party”) from and against any and all actions, claims, damages, losses, liabilities, fines, penalties, costs and expenses of any kind (including, without limitation, counsel fees and disbursements in connection with any subpoena, investigative, administrative or judicial proceeding, whether or not the Indemnified Party shall be designated a party thereto) which may be incurred by the Indemnified Party or which may be claimed against the Indemnified Party by any person by reason of or in connection with the execution, delivery or performance of this Note, or action taken or omitted to be taken by Holder under, this Note. Nothing in this paragraph is intended to limit Maker’s obligations contained elsewhere in this Note. Without prejudice to the survival of any other obligation of Maker hereunder, the indemnities and obligations of Maker contained in this paragraph shall survive the payment in full of all obligations hereunder. Maker agrees to pay to the Holder upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Holder and of any experts and agents, which the Holder may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination of this Note, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights of the Holder hereunder, or (iv) the failure by Maker to perform or observe any of the provisions hereof.
Reserved.
Miscellaneous.

(b) If any cash payment on this Note shall become due on a Saturday, Sunday or a bank or legal holiday, such payment shall be made on the next succeeding business day.

(d) Maker hereby waives presentment, protest and demand, notice of protest, demand and dishonor and nonpayment of this Note.

[The remainder of the page is intentionally left blank]

IN WITNESS WHEREOF, this Note has been executed as of the date first written above.

ONCONETIX, INC.
By:	/s/ Karina M. Fedasz
Name:	Karina M Fedasz
Title:	Interim Chief Executive Officer and <br><br>Interim Chief Financial Officer

Exhibit 10.3

THE SECURITY REPRESENTED HEREBY HAS NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS (THE “SECURITIES ACTS”),AND IS NOT TRANSFERABLE, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACTS OR AS SET FORTH HEREIN.

$5,200,000	August 28, 2025

AMENDED AND RESTATED PROMISSORY NOTE

WHEREAS, ONCONETIX, INC. (F/K/A BLUE WATER VACCINES, INC.), a Delaware corporation (“Borrower”) entered into a Promissory Note, dated as of April 19, 2023, which was originally due on September 30, 2024 (“September 2024 Promissory Note”) in favor of VERU INC., a Wisconsin corporation (together with its successors and assigns, “Holder”),

WHEREAS, on April 24, 2024, the Borrower and Holder entered into a certain Forbearance Agreement, which was further amended on September 19, 2024 and November 26, 2024 (the “A&R Forbearance Agreement”) to, among other things, extend the maturity date of the September 2024 Promissory Note to June 30, 2025;

WHEREAS, on June 30, 2025, the Holder extended the date by which the Company shall pay the September 2024 Promissory Note to July 31, 2025;

WHEREAS, on July 31, 2025, the Holder extended the date by which the Company shall pay the September 2024 Promissory Note to August 14, 2025;

WHEREAS, on August 7, 2025, the September 2024 Promissory Note was amended to increase the principal by $100,000;

WHEREAS, on August 14, 2025, the Holder extended the date by which the Company shall pay the September 2024 Promissory Note to August 31, 2025

WHEREAS, the September 2024 Promissory Note is hereby amended and restated as follows:

FOR VALUE RECEIVED, the Borrower promises to pay to the order of Holder, at such address as Holder may designate to Borrower in writing, the principal sum of Five Million Two Hundred Thousand and 00/100 Dollars ($5,200,000), due and payable as set forth herein. This Note shall bear interest as provided in Section 5.

Asset Purchase Agreement. This Promissory Note (this “Note”) has been executed and delivered pursuant to and in accordance with the terms and conditions of that certain Asset Purchase Agreement dated as of the date hereof between Borrower and Holder (the “Purchase Agreement”). This Note is subject to the terms and conditions of the Purchase Agreement, which are, by this reference, incorporated herein and made a part hereof, including the right of setoff described below. Capitalized terms used in this Note without definition shall have the meanings set forth in the Purchase Agreement.
Payment of Principal. The unpaid principal balance of this Note shall be payable by Borrower to Holder on September 19, 2025 (the “Maturity Date”). On the Maturity Date, all unpaid principal shall be due and payable in full. All payments of principal on this Note shall be made in lawful United States currency by wire transfer of immediately available funds to an account as Holder shall designate to Borrower in writing (or, if Holder has not designated an account for wire transfer, by certified check sent to Holder’s address in accordance with Section 11.03 of the Purchase Agreement). If any payment of principal pursuant to this Note is due on a day which is not a Business Day, such payment shall be due on the next succeeding Business Day.
Prepayments.

(a) Voluntary Prepayments. Voluntary prepayments in whole or in part may be made by Borrower under this Note at any time without penalty.

(b) Mandatory Prepayment. Upon the occurrence of a Change of Control (as defined below), Borrower shall prepay all of the outstanding principal under this Note on the effective date of such Change of Control. For purpose of this Note, a “Change of Control” means a transaction or series of transactions pursuant to which any Person or affiliated group of Persons, other than the stockholders of Borrower as of the date hereof or any of their respective Affiliates, acquires (i) equity securities of Borrower possessing 51.0% or more of the ordinary voting power of Borrower (whether by merger, consolidation or sale or transfer of equity securities) or (ii) all or substantially all of the assets of Borrower.

Event of Default. The occurrence of any one or more of the following events with respect to Borrower shall constitute an event of default hereunder (an “Event of Default”):

(a) Borrower fails to pay all or any portion of any amount due hereunder when the same becomes due and payable, whether at a stated payment date or by acceleration and such failure to timely pay continues uncured for a period of five (5) days after the date such amount becomes due;

(b) Borrower becomes insolvent or fails generally to pay its material debts as they become due;

(c) the taking of action by Borrower to become the subject of proceedings under the United States Bankruptcy Code; or the execution by Borrower of a petition to become a debtor under the United States Bankruptcy Code; or the entry of an order for relief under the United States Bankruptcy Code against Borrower; or Borrower making an assignment for the benefit of creditors; or Borrower consenting to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to Borrower, or with respect to any substantial part of its property; or adjudicating of Borrower as insolvent; or

(d) if any governmental authority of competent jurisdiction shall enter an order appointing, without the consent of Borrower, a custodian, receiver, trustee or other officer with similar powers with respect to Borrower, or with respect to any substantial part of its property; or if an order for relief relating to Borrower shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of Borrower; or if any petition for any such relief shall be filed against Borrower and such petition shall not be dismissed or stayed within sixty (60) days.

Accrual of Interest. Interest at the rate of 10% per annum shall accrue on any unpaid principal balance of through the date that the outstanding principal balance under the is paid in full. Any such accrued interest shall become immediately due and payable upon the earlier of (i) an Event of Default, and will continue to accrue and be immediately due while such Event of Default is continuing, (ii) a payment default of Borrower pursuant to Section 4(a) and (iii) the final payment of any principal amount payable under this Note. Any amounts owed on the this Note, including but not limited to unpaid principal and accrued interest, shall be paid in cash or, upon the mutual written consent of Borrower and Holder, in Borrower common stock or a combination of cash and Borrower common stock.

In no contingency or event whatsoever shall the interest rate charged hereunder exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that Holder has received interest hereunder in excess of the highest rate applicable hereto, Holder shall promptly refund such excess interest to Borrower.

This Note shall remain subject to the terms of the A&R Forbearance Agreement.

Remedies Cumulative. Upon the occurrence and during the continuance of an Event of Default, at Holder’s option, upon notice by Holder to or demand by Holder of Borrower: (a) all amounts due and owing from Borrower to Holder under this Note shall be due and payable forthwith; and (b) Holder, at its option, may enforce or cause to be enforced any of the rights or remedies accorded to Holder in this Note, or at law or in equity, by virtue of statute or otherwise. The rights and remedies of Holder under this Note shall be cumulative and not alternative. No waiver by Holder of any right or remedy under this Note or any Event of Default shall be effective unless in a writing signed by Holder. Neither the failure nor any delay in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege and no single or partial exercise of any such right, power or privilege by Holder will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note. If any suit or action is instituted or attorneys are employed to collect or enforce this Note or any part thereof, Borrower promises and agrees to pay all reasonable and documented costs of collection and enforcement, including reasonable and documented attorneys’ fees and court costs.
Setoff. Borrower shall be entitled to set off amounts due Holder pursuant to this Note in accordance with Section 10.02(g) of the Purchase Agreement. Any amounts setoff shall be applied against any outstanding principal. Borrower may only exercise its right of setoff pursuant to this Section 7: (a) with respect to a claim or a Third Party Claim for which Holder has received written notice in accordance with the provisions of Sections 10.04 and 11.03 of the Purchase Agreement and (b) if such setoff relates to a Third Party Claim for which Holder has assumed the defense pursuant to Section 10.04(b) of the Purchase Agreement, as to Buyer’s Damages constituting actual amounts paid by a Buyer Indemnified Party pursuant to a settlement or a final judgment (not subject to further appeal) of such Third Party Claim made in accordance with Section 10.04(b) of the Purchase Agreement. The exercise of such right of setoff by Borrower in compliance with Section 10.02(g) of the Purchase Agreement and this Section 7 will not constitute an Event of Default or breach of this Note and shall not trigger interest at the Default Interest Rate; provided, however, that if (i) such setoff is determined not to have been in compliance with Section 10.02(g) of the Purchase Agreement and this Section 7, (ii) Borrower ultimately fails to prevail with respect to the underlying claim relating to such setoff, or (iii) such setoff is determined not to have been a good faith estimate of the amount of liability in connection with such claim, then Borrower’s exercise of such right of setoff shall trigger interest at the Default Interest Rate. Borrower’s only setoff rights with respect to amounts due Holder pursuant to this Note are as expressly set forth in Section 10.02(g) of the Purchase Agreement and this Section 7.

3
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This Note shall be governed by the Laws of the State of Delaware without giving effect to any rule or provision thereof which would cause the application of the Law of any other state.

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS NOTE MAY ONLY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF DELAWARE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT DELIVERED TO A PARTY IN ACCORDANCE WITH SECTION 9 HEREOF SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS NOTE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS NOTE. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO OR ACCEPT THIS NOTE, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(C).

Notices. All notices under this Note shall be given in accordance with Section 11.03 of the Purchase Agreement.
Time is of the Essence. Time is of the essence in Borrower’s performance of its obligations under this Note.
Miscellaneous. This Note shall bind Borrower and its successors and permitted assigns and shall inure to the benefit of Holder and its successors, permitted assigns, heirs and representatives. Neither party may assign this Note or delegate its duties hereunder without the other party’s prior written consent, and any such purported assignment or delegation of duties shall be null and void. This Note may not be changed orally, but only by an agreement in writing signed by Holder and Borrower. After all amounts at any time owed on this Note have been paid in full, this Note will be surrendered to Borrower for cancellation and will not be reissued.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned has executed this Promissory Note as of the date first written above.

BORROWER:
ONCONETIX, INC.
By:	/s/ Karina M. Fedasz
	Name:	Karina M. Fedasz
	Title:	Interim Chief Executive Officer and Interim Chief Financial Officer

Exhibit10.4

WAIVER

This LIMITED WAIVER, dated as of August 28, 2025 (“Limited Waiver”), is made by ONCONETIX, INC (the “Company”) and VERU INC. (the “Holder”).

WHEREAS, reference is hereby made to a certain Promissory Note, dated as of April 19, 2023, and which was originally due on April 19, 2024 (the “April 2024 Promissory Note”);

WHEREAS, reference is hereby made to a certain Promissory Note, dated as of April 19, 2023, which was originally due on September 30, 2024, as amended on August 7, 2025 (“September 2024 Promissory Note” and together with the April 2024 Promissory Note, the “Promissory Notes”);

WHEREAS, on April 24, 2024, the Borrower and Holder entered into a certain Forbearance Agreement, which was further amended on September 19, 2024 and November 26, 2024 (the “A&R Forbearance Agreement”) to, among other things, extend the maturity date of the April 2024 Promissory Note to March 31, 2025 and extend the September 2024 Promissory Note to June 30, 2025;

WHEREAS, on March 31, 2025, the Holder extended the date by which the Company shall pay the April 2024 Promissory Note to April 14, 2025;

WHEREAS, on April 23, 2025, the Holder extended the date by which the Company shall pay the April 2024 Promissory Note to June 30, 2025;

WHEREAS, on June 30, 2025, the Holder extended the date by which the Company shall pay the April 2024 Promissory Note and the September 2024 Promissory Note to July 31, 2025;

WHEREAS, on July 31, 2025, the Holder extended the date by which the Company shall pay the April 2024 Promissory Note and the September 2024 Promissory Note to August 14, 2025;

**WHEREAS,**on August 14, 2025, the Holder extended the date by which the Company shall pay the April 2024 Promissory Note and the September 2024 Promissory Note to August 31, 2025;

**WHEREAS,**on August 28, 2025, the Holder extended the date by which the Company shall pay the September 2024 Promissory Note to September 19, 2025;

WHEREAS, as of the date hereof, the Company is unable to repay the April 2024 Promissory Note;

WHEREAS, the Company is seeking to secure financing to generate sufficient cash to fulfill all applicable obligations to the Holder pursuant to the A&R Forbearance Agreement; and

WHEREAS, the Holder has agreed to a limited waiver as more fully set forth in this Limited Waiver.

NOW,THEREFORE, in consideration of the premises set forth above and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Definitions. Capitalized terms used and not defined in this Limited Waiver shall have the respective meanings given to them in the A&R Forbearance Agreement.

2. Limited Waiver. This Limited Waiver shall be deemed to be effective as of August 28, 2025. The Holder hereby waives and extends the date by which the Company shall pay the April 2024 Promissory Note to September 19, 2025.

3. No Modifications. Nothing contained in this Limited Waiver shall be deemed or construed to amend, supplement or modify the A&R Forbearance Agreement or otherwise affect the rights and obligations of any party thereto, all of which remain in full force and effect, subject only to this Limited Waiver.

4. Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[Signaturepage follows]

INWITNESS WHEREOF, the parties hereto have executed this Limited Waiver as of the date first set forth above.

ONCONETIX, INC.
By:	/s/<br> Karina M. Fedasz
	Name:	Karina M. Fedasz
	Title:	Interim<br> Chief Executive Officer and<br><br> Interim Chief Financial Officer
VERU INC.
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By:	/s/ Authorized Signatory
	Name:	Authorized<br> Signatory
	Title:	EVP,<br> General Counsel