Onconetix signs merger deal with Ocuvex; Ocuvex holders would own 90%

Onconetix, Inc. (Nasdaq: ONCO) signed a definitive merger agreement with Ocuvex Therapeutics, Inc., a privately held ophthalmic drug developer, the companies said in a press release dated July 16, 2025. Under the agreement, Onconetix would acquire all of the issued and outstanding equity interests of Ocuvex. Ocuvex's equity holders would receive new Onconetix shares equal to 90% of the combined company on a fully diluted basis, subject to adjustment for any equity financing tied to the deal. Onconetix shareholders would keep 10%.

What Onconetix holders give up

The 90% figure is the central term, and it is a large transfer of ownership. Onconetix stockholders would hold about a tenth of the company after closing, with the rest owned by Ocuvex's holders. The agreement would also change the board to seven directors, five designated by Ocuvex and two by Onconetix. Both boards approved the deal.

The release does not give Ocuvex's revenue, cash, net loss or valuation, and it does not say how the 90% figure was set.

What Ocuvex brings

Ocuvex's lead asset is Omlonti, an eye drop with the ingredient omidenepag isopropyl at 0.002%. The company describes it as an EP2 receptor agonist for ocular hypertension and open-angle glaucoma. The FDA approved Omlonti in September 2022. Onconetix's chairman, Andrew J. Oakley, said the deal brings a pipeline of commercial and late clinical stage ophthalmic assets. The release gives no sales figures for Omlonti and no trial results for any other Ocuvex candidate.

Ocuvex's chairman and chief executive, Anthony W. Amato, said gaining access to public capital markets would let the company accelerate treatments it believes are important. The release does not say how much capital the company expects to raise or from whom.

A change of focus

Onconetix describes itself in the release as a commercial stage biotechnology company focused on men's health and oncology. Its products include Proclarix, an in vitro diagnostic test for prostate cancer. Its 10-K for the year ended December 31, 2024, filed June 2, 2025, says the company has abandoned commercialization of ENTADFI, a once-daily pill that combines finasteride and tadalafil for benign prostatic hyperplasia, citing the time and resources needed and its cash runway and indebtedness. It is working with an investment advisor on a possible sale of those assets.\n\nThe same report shows a working capital deficit of approximately $17.3 million and an accumulated deficit of approximately $113.0 million at December 31, 2024. It says the company will need to raise additional capital within the next 12 months and that its circumstances raise substantial doubt about its ability to continue as a going concern. It also reports that the two companies signed a non-binding letter of intent on April 1, 2025, with Ocuvex holders to own approximately 90%.\n\nA merger with an eye-drug developer would take the company into ophthalmology, a field that is not in the company's current description. The release does not say whether Onconetix plans to keep its existing products.

Conditions and timing

The companies expect the transaction to close in the fourth quarter of 2025. Completion is subject to regulatory, stockholder and third-party approvals. Onconetix and Ocuvex intend to file a registration statement on Form S-4 with the SEC, and the release refers readers to that filing for more information. The release says there can be no assurance the deal will be completed as proposed, or at all.

Stockholder approval is one of the conditions still needed. The release does not say how many Onconetix shares are outstanding now, or how many new shares the 90% figure would issue, so the size of the dilution cannot be measured from the release.

What the release leaves out

The release gives no price for the transaction in dollars and no value for either company. It does not name financial advisers or legal counsel for either side. It also does not explain why Onconetix chose a private company whose lead product is already approved, or what it would do if the stockholder or regulatory approvals failed.

The statements that the boards approved the deal, and that the companies look forward to closing, come from the companies themselves.

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