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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 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 6, 2024
Onconetix, Inc.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-41294 |
|
83-2262816 |
(State or other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
201 E. Fifth Street, Suite 1900
Cincinnati, Ohio |
|
45202 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (513) 620-4101
(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 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 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
February 6, 2024, pursuant to the Certificate of Designation of Series B Convertible Preferred Stock, the holders of Series B Convertible
Preferred Stock appointed Thomas Meier, PhD, to the board of directors of Onconetix, Inc. (the “Company”). Dr. Meier
will be a Class I director and will serve for a term expiring at the Company’s 2025 annual meeting of stockholders.
Dr. Meier has close to 25
years’ experience as life-science and biotech entrepreneur, executive manager, and Board member. Since June 2022 Dr. Meier has served
as Chairman and a member of the Audit and Compensation Committees of Santhera Pharmaceuticals Holding AG (SIX: SANN), a publicly listed
Swiss specialty pharmaceutical company focused on the development and commercialization of innovative medicines for rare neuromuscular
and pulmonary diseases. Dr. Meier served on the Board of Santhera since 2017 and stepped down as the company’s CEO in November 2019
after having served 15 years as executive manager of Santhera, the last 8 years as CEO. In 2020 Dr. Meier became managing partner of Viopas
Venture Consulting GmbH, a Swiss consultancy and advisory firm for the healthcare industry. Since 2020, Dr. Meier has served as Board
member of Novaremed AG, a privately held Swiss company developing innovative treatment options for the management of chronic pain and
alternatives to opioids. Dr. Meier has served on the company’s Audit Committee since October 2021 and became Executive Chairman
of Novaremed in January 2024. Since January 2022 Dr. Meier also serves on the Board of Visgenx Inc. (USA). In September 2021 he co-founded
SEAL Therapeutics AG, a privately owned gene therapy company in Switzerland for which he also serves as Chairman. Between July 2020 and
November 2021, he served as Chairman of privately held Pharmabiome AG (Switzerland). Dr. Meier has a PhD in Biology and qualified as lecturer
in neurosciences at the Biozentrum, University of Basel (Switzerland). He is an internationally recognized scientist with track record
in clinical research of orphan diseases.
Dr. Meier and the Company
entered into a Consulting Agreement (the “Consulting Agreement”) on January 4, 2024, which was ratified by the Company’s
Audit Committee on February 8, 2024. Pursuant to the Consulting Agreement, Dr. Meier is entitled to compensation consisting of: (i) CHF
400 per hour (plus value-added tax (“VAT”)) for services rendered for his role as sellers’ representative in the share
exchange with Proteomedix AG (“Proteomedix”), which was consummated on December 15, 2023; (ii) CHF 350 per hour (plus VAT)
for services rendered as a Company advisor, and (iii) coverage of certain travel expenses to Proteomedix’s offices.
A copy of the Consulting Agreement
is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference, and the foregoing description of the Consulting
Agreement is qualified in its entirety by reference thereto.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
Onconetix, Inc. |
| |
|
|
| Date: February 12, 2024 |
By: |
/s/ Bruce Harmon |
| |
|
Bruce Harmon |
| |
|
Chief Financial Officer |
