8-K
Onconetix, Inc. (ONCO)
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):February 3, 2026
| Onconetix, Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-41294 | 83-2262816 |
| --- | --- | --- |
| (State or other jurisdiction<br><br> of incorporation) | (Commission File Number) | (IRS Employer<br><br> Identification No.) |
| 201 E. Fifth Street, Suite 1900<br><br> <br>Cincinnati, Ohio | 45202 | |
| --- | --- | |
| (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) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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. ☐
Item5.07 Submission of Matters to a Vote of Security Holders.
On February 3, 2026, Onconetic, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). The matters voted on at the Special Meeting were:
| (1) | the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation<br>to effect a reverse stock split of all of the outstanding shares of the Company’s common stock, par value $0.00001 per share (“CommonStock”), at a ratio in the range of 1-for-2 to 1-for-50, at any time prior to the one-year anniversary date of the special meeting,<br>with such ratio to be determined by the Board of Directors without further approval or authorization of our stockholders (the “ReverseStock Split Proposal”) |
|---|---|
| (2) | the approval the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional<br>proxies if there are insufficient votes at the time of the Special Meeting to approve the Reverse Stock Split Proposal. (the “AdjournmentProposal”) |
| --- | --- |
At the Special Meeting, all of the matters voted on were approved, based upon an aggregate of 1,555,015 shares of Common Stock outstanding as of December 12, 2025, the record date for the Special Meeting. The final voting results were as follows:
- Reverse Stock Split Proposal
The votes were cast for this matter as follows:
| Votes For | Votes Against | Abstentions | |||
|---|---|---|---|---|---|
| 562,803 | 123,144 | 986 |
- The Adjournment Proposal.
The votes were cast for this matter as follows:
| Votes For | Votes Against | Abstentions | |||
|---|---|---|---|---|---|
| 567,357 | 118,604 | 972 |
Item9.01 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 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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. | ||
|---|---|---|
| February 9, 2026 | By: | /s/ Karina M. Fedasz |
| Name: | Karina M. Fedasz | |
| Title: | Interim Chief Executive Officer and<br><br> Interim Chief Financial Officer |
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