aibioOnconetix gets Nasdaq notice for unfiled 10-Q, issues $294,117.65 note to Keystone
Tickers ONCO
Nasdaq flagged the missing quarterly report on May 20, 2025 as another basis for delisting, ahead of a Panel hearing set for May 27, 2025. Onconetix also issued a promissory note to Keystone Capital Partners for a $250,000.00 purchase price.
Key facts
- Company
- Oncopeptides AB (OMXSTO: ONCO)
- News type
- Listings
- Primary source
- Onconetix, Inc. Form 8-K filed May 22, 2025 (SEC EDGAR)
Onconetix, Inc. (Nasdaq: ONCO) disclosed on May 22, 2025 that Nasdaq had sent it a new deficiency notice because it has not filed its Quarterly Report on Form 10-Q for the three months ended March 31, 2025. In the same Form 8-K, the company reported a promissory note it issued to Keystone Capital Partners, LLC with a principal amount of $294,117.65. A deficiency notice is a letter telling a listed company that it has failed to meet a continued listing rule.
The new Nasdaq notice
Onconetix received the notice from The Nasdaq Stock Market LLC on May 20, 2025. It says the company is not in compliance with Nasdaq Listing Rule 5250(c)(1), because it did not file the 10-Q on time. Nasdaq treats that as an additional basis for delisting the company's securities. The company's press release of May 22, 2025 says it is issued under Nasdaq Listing Rule 5810(b), which requires prompt disclosure of a deficiency notice.
The notice adds to two problems the company had already reported. On April 24, 2025, it disclosed a deficiency notice for failing to file its annual report on Form 10-K for 2024 on time. On April 18, 2025, it disclosed a letter saying its closing bid price had not met the $1.00 minimum under Listing Rule 5550(a)(2) for the period from November 25, 2024 to January 10, 2025.
The delisting process
On April 14, 2025, Nasdaq said the company's securities had a closing bid price of $0.10 or less for ten consecutive trading days, which makes them subject to delisting under Listing Rule 5810(c)(3)(A)(iii). Unless the company asked for a hearing, trading would have been suspended at the opening of business on April 23, 2025, and a Form 25-NSE would have been filed. Onconetix asked for a hearing before the Nasdaq Hearings Panel. That request stayed the suspension while the Panel considers the case, and the Panel scheduled a hearing for May 27, 2025.
The 8-K says that because the company was already before a Panel over the bid price rule, it had seven calendar days from the date of the notice, to May 1, 2025, to ask for a stay of suspension, and that it made that request on May 1, 2025. The company says there is no assurance the Panel will grant continued listing or an extension. If the Panel does not, the common stock would be delisted.
The Keystone note
On May 16, 2025, Onconetix issued the note to Keystone Capital Partners, LLC. It has an original issue discount of $44,117.65, so the principal of $294,117.65 was issued for a purchase price of $250,000.00. The note is due on the earlier of two dates: the company's receipt of enough proceeds from its equity line of credit with Keystone, or February 16, 2026. It must be prepaid if the company raises enough money through other securities offerings.
The note is subordinate to the company's existing debt to Veru Inc. It does not bear interest at first, but any amount not paid when due carries a late charge of 15% a year until it is paid.
The company's last annual report
The most recent annual report available, filed in 2024 for the year 2023, reports a net loss of $37.4 million for 2023 and cash used in operating activities of $13.6 million. The report also says there is substantial doubt about the company's ability to continue as a going concern, and that it will require significant additional capital. It describes an asset purchase agreement with Veru under which the company agreed to pay initial consideration of $20.0 million.
That report predates the events in this filing, and the 8-K does not give a current cash balance or a fresh going concern assessment.
Reading the filings together
The filings show a company that cannot file its quarterly report on time, faces a bid price problem and a suspension it has delayed only by asking for a hearing, and is borrowing against an equity line that the note treats as its repayment route. The 8-K does not say when the 10-Q will be filed or what the Panel will ask of the company on May 27, 2025.