UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 2)
CURRENT REPORT
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Explanatory Note
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Item 2.01 Completion of Acquisition or Disposition of Assets
As previously reported by the Company in its Original Form 8-K, the Company consummated a share exchange transaction (the “Share Exchange”) with Proteomedix on December 15, 2023. The disclosures set forth in Item 1.01 are incorporated by reference into this Item 2.01. Additionally, this Amendment No. 2 on Form 8-K/A amends and supplements the Original Form 8-K to include the historical audited financial statements of Proteomedix and the pro forma combined financial information required by Item 9.01 of Form 8-K that were not included in the Original Form 8-K in reliance on the instructions to such item.
Item 8.01 Other Events.
On February 14, 2024, the Company filed a preliminary proxy statement on Schedule 14A (the “Proxy Statement”) relating to certain matters described in further detail therein, including the Company’s Share Exchange with Proteomedix. The Proxy Statement contains important updates regarding the business of the Company and Proteomedix in the sections titled (i) “Information About the Business of the Combined Company,” (ii) “Description of Proteomedix’s Business,” (iii) “Onconetix’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (iv) “Proteomedix Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (v) “Risk Factors,” which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
Information responsive to Item 9.01(a) of Form 8-K is set forth in the financial statements included in the Proxy Statement on pages F-63 through F-102, which are incorporated herein by reference as Exhibits 99.1 and 99.2.
(b) Pro Forma Financial Information
Information responsive to Item 9.01(a) of Form 8-K is set forth in the Proxy Statement on pages 76 through 83 in the section titled “Unaudited Pro Forma Consolidated Financial Information” and “Notes to the Unaudited Pro Forma Consolidated Financial Information,” which are incorporated herein by reference as Exhibit 99.3.
(d) Exhibits
| 99.1 | Audited financial statements of Proteomedix for the fiscal years ended December 31, 2022 and 2021 | |
| 99.2 | Unaudited financial statements of Proteomedix for the nine months ended September 30, 2023 and 2022 | |
| 99.3 | Unaudited pro-forma consolidated financial information of the Company and Proteomedix for the periods ended September 30, 2023 and December 31, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 27, 2024 | By: | /s/ Bruce Harmon |
| Bruce Harmon | ||
| Chief Financial Officer | ||
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