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Onconetix sells $30,249,600 of Series F preferred in PIPE financing

Tickers ONCO

The securities purchase agreement covers 37,812 shares of Series F convertible preferred stock with an initial conversion price of $0.9767 per share.

Key facts

Company
Oncopeptides AB (OMXSTO: ONCO)
News type
Financings
Primary source
Onconetix 8-K
Traders on the NYSE floor, 1963. Photo: Thomas J. O'Halloran, public domain, via Wikimedia Commons. The picture shows the field, not the companies named.

Onconetix, Inc. entered into a securities purchase agreement on July 28, 2026, to sell 37,812 shares of Series F convertible preferred stock to one accredited investor for an aggregate purchase price of $30,249,600. The company reported the private investment in a Form 8-K filed July 29, 2026, which describes the arrangement as a PIPE Financing.

The terms

Each share of Series F Preferred Stock has a stated value of $1,000. The company's certificate of designations authorizes up to 42,000 shares of the series, and the company has issued 37,812 shares to the investor.

Each holder may convert all or part of its Series F Preferred Stock into common stock at an initial conversion price of $0.9767 per share, subject to adjustment under the certificate. Following the stockholder approval date, holders may also make alternate conversions after certain triggering events, at alternative prices set out in the certificate and subject to a floor price.

Holders are entitled to dividends when declared by the board. If a triggering event occurs and continues, default dividends accrue on the stated value at 15.0% per annum until the event is cured.

The company may redeem all or part of the series for cash at 125% of the greater of the conversion amount and a value tied to the conversion rate and the highest closing sale price of the common stock.

Ranking and registration

The 8-K says the Series F Preferred Stock ranks junior to any senior preferred stock, on a pari passu basis with the company's Series C, Series D and Series E Preferred Stock, and senior to the common stock on dividends and on liquidation. The company also entered into a registration rights agreement with the investor on the same date, covering the common stock issuable on conversion.

Banks and advisors

The 8-K names no underwriter or placement agent for the PIPE Financing. It names only the accredited investor, identified as the PIPE Investor, and a separate accredited investor, identified as the ELOC Investor, for a related equity facility.

Use of proceeds

The 8-K does not state how the company plans to use the proceeds from the Series F sale.

A related equity facility

On the same day, July 28, 2026, the company also entered into a Common Stock Purchase Agreement for a committed equity facility. Under it, the company has the right, but not the obligation, to direct the ELOC Investor to buy shares of common stock from time to time, at the company's sole discretion and subject to conditions, including an effective resale registration statement and continued listing on an eligible market. The 8-K says the company agreed to pay a commitment fee for that facility, and that the investor agreed to apply the fee toward its purchase of the Series F Preferred Stock.

The company

The company's annual report on Form 10-K, filed March 13, 2026, describes Onconetix as a commercial stage biotechnology company focused on men's health and oncology. Its main product is Proclarix, an in vitro diagnostic test for prostate cancer, approved for sale in the European Union.

Recent financial data

The XBRL data that accompanies the company's annual report states the following figures. For the fiscal year ended December 31, 2025, the company reported revenue of $815,371, a net loss of $14.0 million, and cash from operations of negative $9.7 million. For the fiscal year ended December 31, 2024, it reported revenue of $2.5 million, a net loss of $58.7 million, and cash from operations of negative $10.5 million.

The risks ahead

The 8-K sets no closing date for the PIPE Financing, and closing is subject to customary conditions. The company still has to file a resale registration statement. The preferred stock converts at an initial $0.9767 per share, with alternate conversion prices after certain triggering events, so conversions can add shares and dilute common holders. A triggering event also brings 15.0% default dividends. The 8-K does not say how the money will be used. The XBRL data shows a net loss of $14.0 million and cash from operations of negative $9.7 million for 2025, against revenue of $815,371.

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