Onconetix, Inc.

DEF 14A 1 ea0307907-def14a_onconetix.htm DEFINITIVE PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the

Filed by a Party other than the Registrant ☐

☐ Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

☐ Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

You are cordially invited to attend the annual meeting (the "Annual Meeting") of Onconetix, Inc. ("Onconetix"or the"Company") to be held on November 10, 2026, beginning at 9:00 a.m., Eastern Time at the offices of Moritt Hock & Hamroff LLP, 400 Garden City Plaza, 2nd Floor, Garden City, NY 11530.

1. To re-elect Josh Epstein (the "Director Nominee") to serve as a Class II director on the Company's board of directors (the "Board") for a three-year term that expires at the 2029 Annual Meeting of Stockholders, or until his successor is elected and qualified (the "Director Election Proposal");

2. To approve, in accordance with Nasdaq Listing Rule 5635, the issuance of up to 154,856,150 shares of the Company's Common Stock, par value $0.00001 per share ("Common Stock") subject to adjustment, upon conversion of the Company's Series F Preferred Stock, par value $0.00001 per share ("Series F Preferred Stock") issued to an investor in a private placement transaction which was completed on July 29, 2026 (the "Series F PIPE Proposal");

3. To grant discretionary authority to the Company's Board of Directors (the "Board") to amend the Onconetix Amended and Restated Certificate of Incorporation (the "Charter") in order to effect a reverse stock split of all outstanding shares of the Company's Common Stock, which amendment shall be substantially in the form appended to the accompanying proxy statement as Annex A (the "Reverse Stock Split Amendment"), at a ratio in the range of 1-for-2 to 1-for-15 (the "Reverse Stock Split"), with the exact ratio to be determined by the Board in its sole discretion, provided that the Reverse Stock Split is completed no later than the one year anniversary date of the Annual Meeting (the "Reverse Stock Split Proposal");

4. To ratify the appointment by the Board of MaloneBailey, LLP ("MaloneBailey") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 (the "Auditor Ratification Proposal"); and

5. To approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the Director Election Proposal, the Series F PIPE Proposal, the Reverse Stock Split Proposal or the Auditor Ratification Proposal (the "Adjournment Proposal").

The Board has fixed the close of business on September 29, 2026 as the record date (the "Record Date") for the Annual Meeting and only stockholders who held Common Stock of Onconetix as of the Record Date will be entitled to vote at the Annual Meeting and at any adjournments and postponements thereof.

The Onconetix Board has unanimously determined and resolved that the Director Election Proposal, the Series F PIPE Proposal, the Reverse Stock Split Proposal, the Auditor Ratification Proposal and the Adjournment Proposal are advisable and fair to, and in the best interests of, Onconetix and its stockholders. Accordingly, the Onconetix Board unanimously recommends that Onconetix stockholders vote "FOR" each of the foregoing proposals.

Your vote is important. More information about Onconetix and the Annual Meeting is contained in the accompanying proxy statement. You are encouraged to read the accompanying proxy statement in its entirety.

The accompanying proxy statement is dated October 7, 2026 and is first being mailed to the stockholders of Onconetix on or about October 8, 2026.

NOTICE IS HEREBY GIVEN that an annual meeting of stockholders (the "Annual Meeting") of Onconetix, Inc. ("Onconetix"or the"Company"), a Delaware corporation, will be held on November 10, 2026, beginning at 9:00 a.m., Eastern Time at the offices of Moritt Hock & Hamroff LLP, 400 Garden City Plaza, 2nd Floor, Garden City, NY 11530. You are cordially invited to attend the Annual Meeting, which will be held for the following purposes:

1. To re-elect Josh Epstein (the "Director Nominee") to serve as a Class II director on the Company's board of directors (the "Board") for a three-year term that expires at the 2029 Annual Meeting of Stockholders, or until his successor is elected and qualified (the "Director Election Proposal");

2. To approve, in accordance with Nasdaq Listing Rule 5635, the issuance of up to 154,856,150 shares of the Company's Common Stock, par value $0.00001 per share ("Common Stock") subject to adjustment, upon conversion of the Company's Series F Preferred Stock, par value $0.00001 per share ("Series F Preferred Stock") issued to an investor in a private placement transaction which was completed on July 29, 2026 (the "Series F PIPE Proposal");

3. To grant discretionary authority to the Company's Board of Directors (the "Board") to amend the Onconetix Amended and Restated Certificate of Incorporation (the "Charter") in order to effect a reverse stock split of all outstanding shares of the Company's Common Stock, which amendment shall be substantially in the form appended to the accompanying proxy statement as Annex A (the "Reverse Stock Split Amendment"), at a ratio in the range of 1-for-2 to 1-for-15 (the "Reverse Stock Split"), with the exact ratio to be determined by the Board in its sole discretion, provided that the Reverse Stock Split is completed no later than the one year anniversary date of the Annual Meeting (the "Reverse Stock Split Proposal");

4. To ratify the appointment by the Board of MaloneBailey, LLP ("MaloneBailey") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 (the "Auditor Ratification Proposal"); and

5. To approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the Director Election Proposal, the Series F PIPE Proposal, the Reverse Stock Split Proposal or the Auditor Ratification Proposal (the "Adjournment Proposal").

The Proposals are described in the accompanying proxy statement, which we encourage you to read in its entirety before voting . Only holders of record of Common Stock at the close of business on September 29, 2026 are entitled to notice of the Annual Meeting and to vote and have their votes counted at the Annual Meeting and any adjournments or postponements of the Annual Meeting. A complete list of Onconetix stockholders of record entitled to vote at the Annual Meeting will be available for ten days before the Annual Meeting at the principal executive offices of Onconetix for inspection by stockholders during ordinary business hours for any purpose germane to the Annual Meeting.

The Onconetix Board unanimously recommends that Onconetix stockholders vote "FOR" each of the foregoing proposals.

The existence of any financial and personal interests of one or more of Onconetix's directors may be argued to result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Onconetix and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals.

Assuming a quorum is present at the Annual Meeting, (i) approval of the Director Election Proposal will be determined by a plurality vote and (ii) the other proposals require the affirmative vote of the majority of the votes cast by stockholders present or represented by proxy and entitled to vote on the matter at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote by proxy over the internet using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, in order to authorize the individuals named on your proxy card to vote your shares of Common Stock at the Annual Meeting. If you hold your shares through a broker, bank or other nominee in "street name" (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of Onconetix stockholders entitled to vote at the Annual Meeting will be available at Onconetix's headquarters during regular business hours for examination by any Onconetix stockholder for any purpose germane to the Annual Meeting for a period of at least ten days prior to the Annual Meeting. The stockholder list will also be available for examination during the Annual Meeting.

PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, VIA THE ANNUAL MEETING WEBSITE. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ACCOMPANYING PROXY STATEMENT .

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

This proxy statement is dated October 7, 2026 and is first being mailed to the stockholders of Onconetix on or about October 8, 2026.

EXECUTIVE OFFICERS, DIRECTORS AND CORPORATE GOVERNANCE 9

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 26

PROPOSAL 1: DIRECTOR ELECTION PROPOSAL 32

PROPOSAL 3: REVERSE STOCK SPLIT PROPOSAL 36

PROPOSAL 4: AUDITOR RATIFICATION PROPOSAL 44

You may request a copy of the accompanying proxy statement, any of the documents incorporated by reference in the accompanying proxy statement or other information filed with the SEC by Onconetix, without charge, by written request directed to the following contact:

Attention: David A. White, Chief Executive Officer

In order for you to receive timely delivery of the documents in advance of the annual meeting of Onconetix stockholders to be held on November 10, 2026, which is referred to as the "Annual Meeting," you must request the information no later than October 30, 2026.