Onconetix, Inc.

Reasons for the Reverse Stock Split Proposal

The Board is recommending to the Company’s stockholders for their approval of one or more amendments that would authorize, but not obligate the Board, to amend the Company’s Certificate of Incorporation to effect one or more reverse stock splits of the outstanding and treasury shares of Common Stock at an aggregate ratio in the range of 1:2 to 1:10, which ratio would be subject to the Board’s discretion following stockholder approval (the “Reverse Stock Split”). The Company believes that the availability of a range of reverse split ratios will provide the Company with the flexibility to implement one or more Reverse Stock Splits, if effected at all, in a manner designed to maximize the anticipated benefits for the Company and its stockholders. The general description of the reverse split amendment set forth below is a summary only and is qualified in its entirety by and subject to the full text of the form of proposed amendment which is attached as Annex A hereto.

Approval of the proposal would permit (but not require) the Board to effect one or more reverse stock splits of our issued and outstanding Common Stock by a ratio of not less than 1-for-2 and not more than 1-for-10, with the exact ratio to be set at a number within this range as determined by the Board in its sole discretion, provided that (X) the Company shall not effect Reverse Stock Splits that, in the aggregate, exceed 1-for-100, and (Y) any Reverse Stock Split is completed no later than the one year anniversary date of the Special Meeting. We believe that enabling the Board to set the ratio within the stated range will allow the Company to have the flexibility to meet its obligations and provide us with the flexibility to implement any Reverse Stock Split in a manner designed to maximize the anticipated benefits for the Company’s stockholders.

The Board reserves the right to elect to abandon the Reverse Stock Splits, including any or all proposed reverse stock split ratios, if it determines, in its sole discretion, that Reverse Stock Splits are no longer in the best interests of the Company and its stockholders.

Depending on the ratio for the Reverse Stock Splits determined by the Board, if any, no less than two and no more than ten shares of existing Common Stock, as determined by the Board, will be combined into one share of Common Stock. The Company shall not effect Reverse Stock Splits that, in the aggregate, exceed 1-for-100. An amendment to our Charter to effect a Reverse Stock Split, if any, will include only the reverse split ratio determined by our Board at that time to be in the best interests of the stockholders.

The Board’s primary objective in asking for authority to effect one or more reverse splits is to increase the per-share trading price of our Common Stock. If our Board does not implement any Reverse Stock Split prior to the one-year anniversary of the date on which the Reverse Stock Split is approved by the Company’s stockholders at the Special Meeting, the authority granted in this proposal to implement a Reverse Stock Split will terminate and the Reverse Stock Split Amendment will be abandoned.

On January 23, 2025, we received a notice from Nasdaq staff indicating that, based upon the closing bid price of the Common Stock for the prior 30 consecutive business days, we were not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). The Company is provided a compliance period of 180 calendar days from the date of the Notice, or until July 22, 2025, to regain compliance with the minimum closing bid requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A).

On April 14, 2025, Nasdaq issued a further notice to the Company that it determined that the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days. Accordingly, the Company is subject to the provisions under Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule”). As a result, unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), Nasdaq has would delist the Company’s securities from The Nasdaq Stock Market.

On May 27, 2025, Onconetix attended a hearing before the Nasdaq Panel, at which it requested the continued listing of its securities on The Nasdaq Capital Market pursuant to an extension to regain compliance with, among other things, the Bid Price Rule. Following the hearing, on June 11, 2025, the Panel issued its decision, whereby it granted Onconetix’s request for continued listing, ultimately subject to Onconetix’s compliance with all applicable continued listing criteria by June 30, 2025.

Effective with the open of the market on June 13, 2025, Onconetix implemented a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-85 shares.

On July 7, 2025, Nasdaq formally notified Onconetix that it had regained compliance, among other things, the Bid Price Rule and otherwise satisfied all other applicable criteria for continued listing on The Nasdaq Capital Market. Nasdaq further noted, however, that Onconetix is subject to a Mandatory Panel Monitor, as defined in Nasdaq Listing Rule 5815(d)(4)(B), through July 7, 2026 (the “Panel Monitor”). If, within the one-year period, Nasdaq determines that Onconetix fails to satisfy, among other things, the Bid Price Rule, Nasdaq will issue a delisting determination, which determination would be stayed upon the Onconetix’s subsequent timely request for a new hearing before the Panel, rather than providing Onconetix, among other things, with the opportunity a 180-day grace period to regain compliance with the Bid Price Rule as otherwise provided in the Nasdaq Listing Rules.

On February 3, 2026, the Company held a held a special meeting of stockholders (the “February 2026 Special Meeting”) whereby its stockholders approved an amendment to the Charter to effect a reverse stock split of all of the outstanding shares of Common Stock, at a ratio in the range of 1-for-2 to 1-for-50, at any time prior to the one-year anniversary date of the February 2026 Special Meeting, with such ratio to be determined by the Board without further approval or authorization of its stockholders. As of March 24, 2026, the trailing closing bid price of the Common Stock for the prior 25 consecutive business days was less than $1.00. Effective with the open of the market on March 25, 2025, Onconetix implemented a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-5 shares (“March 25, 2026 Reverse Split”). While Onconetix is currently in compliance with all applicable Nasdaq Listing Rules to remain trading on Nasdaq as of the date of this proxy statement, there is no assurance that the Common Stock bid price will continue to satisfy the Bid Price Rule in the future.

In order to prepare for the possibility that the Common Stock is not in compliance with the Bid Price Rule, the Board is requesting the stockholders to grant it the authority, at its discretion, to effect one or more Reverse Stock Split Amendment to maintain or regain compliance with the Bid Price Rule if required. The Board further believes that should the Company implement one or more Reverse Stock Splits, the expected increase in the market price of our Common Stock expected may improve marketability and liquidity of our Common Stock and may encourage trading.

In the event that the Company does not comply with the Bid Price Rule, the Low Priced Stocks Rule, or any other applicable price-based listing requirement in the future, the Board believes that the failure of stockholders to grant the discretionary authority for the Board to authorize one or more Reverse Stock Split Amendments could inhibit the Company’s ability to conduct capital raising activities. If the Nasdaq Stock Market delists the Common Stock for failure to comply with applicable price-based listing requirements or otherwise, then the Common Stock would likely become traded on an over-the-counter market such as that maintained by OTC Markets Group Inc., which does not have the substantial corporate governance or quantitative requirements for continued listing that the Nasdaq Stock Market has. In that event, interest in Common Stock may decline and certain institutions may not have the ability to trade in the Common Stock, all of which could have a material adverse effect on the liquidity or trading volume of the Common Stock. If the Common Stock becomes significantly less liquid due to delisting from the Nasdaq Stock Market, the Company’s stockholders may not have the ability to liquidate their investments in the Common Stock as and when desired, and the Company believes its ability to maintain and obtain analyst coverage, attract investor interest, and have access to capital may become significantly diminished as a result.

Potential Effects of the Reverse Stock Split Proposal

If the Board decides to implement one or more Reverse Stock Splits the Company would communicate to the public additional details regarding such Reverse Stock Split (including the final reverse split ratio, as determined by the Board). By voting in favor of the Reverse Stock Split Proposal you are also expressly authorizing the Board to determine not to proceed with, and to defer the timing of, or to abandon, one or more Reverse Stock Splits, in the Board’s sole discretion. In determining whether to implement one or more Reverse Stock Amendments, if any, following receipt of stockholder approval of the Reverse Stock Split Proposal, and which reverse split ratio to implement, if any, the Board may consider, among other things, various factors, such as:

Principal Reasons for the Reverse Stock Splits

The primary objective for effecting one or more Reverse Stock Split Amendments, should our Board choose to effect one, would be to increase the per share price of our Common Stock, whether to potentially maintain or regain compliance with the Bid Price Rule, the Low Priced Stocks Rules or otherwise in the event that we are not in compliance with such rules. Our Board believes that, should the appropriate circumstances arise, effecting one or more Reverse Stock Splits, could, among other things, help us to appeal to a broader range of investors, generate greater investor interest in the Company, improve the perception of our Common Stock as an investment security and could assist in our capital-raising efforts by making our Common Stock more attractive to a broader range of investors.

A reverse stock split could allow a broader range of institutions to invest in the Common Stock (namely, funds that are prohibited from buying stocks whose price is below certain thresholds), potentially increasing trading volume and liquidity of the Common Stock and potentially decreasing the volatility of the Common Stock if institutions become long-term holders of the Common Stock. A reverse stock split could help increase analyst and broker interest in the Common Stock as their policies can discourage them from following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, a low average price per share of Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher. Some investors, however, may view a reverse stock split negatively since it reduces the number of shares of Common Stock available in the public market. If the Reverse Stock Split Proposal is approved and the Board believes that effecting one or more Reverse Stock Splits is in the best interests of the Company and its stockholders, the Board may effect one or more Reverse Stock Splits, regardless of whether the Company’s stock is at risk of delisting from Nasdaq, trades on the OTC Market, or otherwise for purposes of increasing the per share trading price, enhancing the liquidity of the Common Stock, and to facilitate capital raising.

Certain Risks Associated with Reverse Stock Splits

Reducing the number of outstanding shares of the Common Stock through a Reverse Stock Split Amendment is intended, absent other factors, to increase the per share market price of the Common Stock. Other factors, however, such as the Company’s financial results, market conditions, the market perception of the Company’s business and other risks, including those set forth below and in the Company’s SEC filings and reports, including its Annual Report on Form 10-K for the year ended December 31, 2025, as amended, may adversely affect the market price of the Common Stock. As a result, there can be no assurance that any Reverse Stock Splits, if completed, will result in the intended benefits described above, that the market price of the Common Stock will increase following one or more Reverse Stock Split or that the market price of the Common Stock will not decrease in the future.

The Reverse Stock Splits May Not Result in a Sustained Increase in the Price of the Common Stock. The effect of a Reverse Stock Split upon the market price of the Common Stock cannot be predicted with any certainty and the Company cannot assure you that any Reverse Stock Split will result in a sustained increase in the price of the Common Stock for any meaningful period of time, or at all. The Board believes that one or more Reverse Stock Splits has the potential to increase the market price of the Common Stock, and therefore may help to satisfy applicable price-based listing requirements. However, the long- and short-term effect of any Reverse Stock Split upon the market price of the Common Stock cannot be predicted with any certainty.

One or More Reverse Stock Split May Decrease the Liquidity of the Common Stock. The Board believes that one or more Reverse Stock Split may result in an increase in the market price of the Common Stock, which could lead to increased interest in the Common Stock and possibly promote greater liquidity for the Company’s stockholders. However, one or more Reverse Stock Split will also reduce the total number of outstanding shares of Common Stock, which may lead to reduced trading and a smaller number of market makers for the Common Stock. There also can be no assurance that any Reverse Stock Split will enhance the Company’s ability to engage in capital raising activities.

The Reverse Stock Splits May Result in Some Stockholders Owning “Odd Lots” That May Be More Difficult to Sell or Require Greater Transaction Costs per Share to Sell. If one or more Reverse Stock Splits is implemented, it will increase the number of stockholders who own “odd lots” of less than 100 shares of Common Stock. A purchase or sale of less than 100 shares of Common Stock (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those stockholders who own less than 100 shares of Common Stock following a Reverse Stock Split may be required to pay higher transaction costs if they sell their Common Stock.

One or More Reverse Stock Splits May Lead to a Decrease in the Overall Market Capitalization of the Company. A Reverse Stock Split may be viewed negatively by the market and, consequently, could lead to a decrease in the overall market capitalization of the Company. If the per share market price of the Common Stock does not increase in proportion to the reverse split ratio, then the value of the Company, as measured by the market capitalization of the Company, will be reduced.

Impact of a Reverse Stock Split If Implemented

A Reverse Stock Split would affect all holders of Common Stock uniformly and would not affect any stockholder’s percentage ownership interests or proportionate voting power. The other principal effects of a Reverse Stock Split Amendment will be that:

The Board does not intend for a reverse stock split to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Depending on the ratio for the Reverse Stock Splits determined by the Board, a minimum of two (2) and a maximum of ten (10) shares in aggregate of existing Common Stock will be combined into one new share of Common Stock. The table below illustrates the number of shares of Common Stock authorized for issuance following different Reverse Stock Splits and the approximate number of shares of Common Stock that would remain outstanding following each such Reverse Stock Split. The examples in the table below for Reverse Stock Splits range from 1-for-2 to 1-for-100, which is the aggregate ratio allowed under this proposal. Any other ratios selected within such range would result in a number of shares of Common Stock issued and outstanding following the transaction between 346,463 and 6,929 shares. The information in the following table is based on 692,927 shares of the Common Stock outstanding as of March 13, 2026 (as adjusted for the March 25, 2026 Reverse Split). A Reverse Stock Split will not affect the total number of authorized shares under our Charter.

We are currently authorized to issue a maximum of 250,000,000 shares of our Common Stock. As of the Record Date (as adjusted for the March 25, 2026 Reverse Split), there were 692,927 shares of our Common Stock issued and outstanding, respectively. Although the number of authorized shares of our Common Stock will not change as a result of one or more Reverse Stock Splits, the number of shares of our Common Stock issued and outstanding will be reduced in proportion to the ratio selected by the Board. Thus, each Reverse Stock Split will effectively increase the number of authorized and unissued shares of our Common Stock available for future issuance by the amount of the reduction effected by the respective Reverse Stock Split.

Following one or more Reverse Stock Splits, the Board will have the authority, subject to applicable securities laws, to issue all authorized and unissued shares without further stockholder approval, upon such terms and conditions as the Board deems appropriate. Although we consider financing opportunities from time to time, other than shares issuable in connection with the conversion, exercise, and other rights attached to currently outstanding securities and under the equity line of credit facility entered by among ourselves and an institutional investor in October 2024, and any shares that maybe issuable in connection with our proposed acquisition with Realbotix, LLC (“Realbotix”) and related obligations to Realbotix, we do not currently have any plans, proposals we do not currently have any plans, proposals or understandings to issue the additional shares that would be available if the Reverse Stock Split Proposal is approved and effected.

Management does not anticipate that the Company’s financial condition, the percentage ownership of Common Stock by management, the number of the Company’s stockholders or any aspect of the Company’s business will materially change as a result of a Reverse Stock Split Amendment. Because a Reverse Stock Split Amendment will apply to all issued and outstanding shares of Common Stock and outstanding rights to purchase Common Stock or to convert other securities into Common Stock, a Reverse Stock Split will not alter the relative rights and preferences of existing stockholders, except to the extent the reverse stock split will result in fractional shares, as discussed in more detail below.

The Common Stock is currently registered under Section 12(b) of the Exchange Act, and the Company is subject to the periodic reporting and other requirements of the Exchange Act. A Reverse Stock Split Amendment will not affect the registration of the Common Stock under the Exchange Act or the listing of the Common Stock on Nasdaq to the extent it is still listed for trading on Nasdaq (other than to the extent it may facilitate compliance with Nasdaq continued listing standards, if applicable). Following one or more Reverse Stock Splits, the Common Stock is expected to continue to be listed on Nasdaq, although it will be considered a new listing with a new Committee on Uniform Securities Identification Procedures, or CUSIP, number.

The rights of the holders of the Common Stock will not be affected by a Reverse Stock Split, other than as a result of the treatment of fractional shares as described below. For example, a holder of 2% of the voting power of the outstanding shares of the Common Stock immediately prior to the effectiveness of a Reverse Stock Split will generally continue to hold 2% of the voting power of the outstanding shares of the Common Stock immediately after the respective Reverse Stock Split. The number of stockholders of record will not be affected by a Reverse Stock Split (except to the extent any are cashed out as a result of holding fractional shares). If approved and implemented, a Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of the Common Stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally higher than the costs of transactions in “round lots” of even multiples of 100 shares. The Board believes, however, that these potential effects are outweighed by the benefits of a Reverse Stock Split.

Effectiveness of the Reverse Stock Splits

A Reverse Stock Split, if the Reverse Stock Split Proposal is approved by the Company’s stockholder, would become effective upon the filing and effectiveness (the “Effective Time”) of a Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, which would take place at the Board’s discretion. The exact timing of the filing of a Reverse Stock Split Amendment, if filed, would be determined by the Board based on its evaluation as to when such action will be the most advantageous to the Company and also in the best interest of the Company’s stockholders. In addition, the Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with one or more Reverse Stock Splits if, at any time (i) prior to filing a Reverse Stock Split Amendment with the Secretary of State of the State of Delaware and (ii) before the one-year anniversary of the date on which the Reverse Stock Split is approved by the Company’s stockholders at the Special Meeting, the Board, in its sole discretion, determines that it is no longer in the Company’s best interests nor the best interests of its stockholders to proceed with one or more Reverse Stock Splits. If the Board does not implement a Reverse Stock Split prior to the one-year anniversary of the date on which the Reverse Stock Split Proposal is approved by the Company’s stockholders at the Special Meeting, the authority granted in this proposal to implement any Reverse Stock Split will terminate and any Reverse Stock Split Amendment to effect a Reverse Stock Split will be abandoned.

Effect on Par Value; Reduction in Stated Capital

A Reverse Stock Split Amendment, if filed with the Secretary of State of the State of Delaware, will not affect the par value of the Company’s stock, which will remain at $0.00001 per share of Common Stock. As a result, the stated capital on the Company’s balance sheet attributable to its Common Stock, which consists of the par value per share of Common Stock multiplied by the aggregate number of shares of Common Stock issued and outstanding, will be reduced in proportion to the reverse stock split ratio selected by the Board. Correspondingly, the Company’s additional paid-in capital account, which consists of the difference between its stated capital and the aggregate amount paid to the Company upon issuance of all currently outstanding shares of the Common Stock, will be credited with the amount by which the stated capital is reduced. The Company’s stockholders’ equity, in the aggregate, will remain unchanged.

Book-Entry Shares

If a Reverse Stock Split is effected, stockholders, either as direct or beneficial owners, will have their holdings electronically adjusted by the Company’s transfer agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to such reverse stock split. Banks, brokers, custodians or other nominees will be instructed to effect the reverse stock split for their beneficial holders holding Common Stock in street name. However, these banks, brokers, custodians, or other nominees may have different procedures than registered stockholders for processing the reverse stock split and making payment for fractional shares. If a stockholder holds shares of Common Stock with a bank, broker, custodian, or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker, custodian or other nominee. The Company does not issue physical certificates to stockholders.

No Appraisal Rights

Under the Delaware General Corporation Law, the Company’s stockholders are not entitled to dissenter’s rights or appraisal rights with respect to the reverse stock split described in the Reverse Stock Split Proposal, and the Company will not independently provide its stockholders with any such rights.

Fractional Shares

The Company does not intend to issue fractional shares in connection with a Reverse Stock Split. The Company currently anticipates that it will cause its exchange agent to aggregate all fractional share interests following a Reverse Stock Split, sell the aggregated fractional shares interests into the market and allocate and distribute the net proceeds received from such sale (reduced by any customary brokerage fees, commissions and other expenses) among the stockholders who would otherwise hold a fractional share interest as a result of the reverse stock split on a pro rata basis. Stockholders will not be entitled to receive interest for the period of time between the Effective Time and the date payment for their fractional share interest is received. After a Reverse Stock Split is effected, a stockholder will have no further interest in the Company with respect to its fractional share interest and persons otherwise entitled to a fractional share will not have any voting, dividend or other rights with respect thereto, except to receive the above-described cash payment. Although the Company will pay any brokerage fees, commissions and other expenses related to the exchange agent’s selling in the open market shares that would otherwise be fractional shares, as described above, such expenses will reduce the cash amounts to be paid to stockholders in lieu of the receipt of fractional shares. Stockholders should be aware that under the escheat laws of various jurisdictions, sums due for fractional interests that are not timely claimed after the Effective Time may be required to be paid to the designated agent for each such jurisdiction. Stockholders otherwise entitled to receive such funds, who have not received them, will have to seek to obtain such funds directly from the jurisdiction to which they were paid.

Material U.S. Federal Income Tax Considerations Related to the Reverse Stock Split

The following is a general summary of the material U.S. federal income tax considerations to U.S. holders (as defined below) of a Reverse Stock Split. This discussion is based upon current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury regulations promulgated under the Code (the “Treasury Regulations”) and judicial authority and administrative interpretations, all as of the date of this proxy statement, and all of which are subject to change, possibly with retroactive effect, and are subject to differing interpretations. Changes in these authorities may cause the tax consequences to vary substantially from the consequences described below. The Company has not sought and will not seek an opinion of counsel or any rulings from the Internal Revenue Service (the “IRS”) with respect to any of the tax considerations discussed below. As a result, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below.

This discussion is limited to U.S. holders that hold Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address any tax consequences arising under the tax on net investment income or the alternative minimum tax, nor does it address any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction, U.S. federal estate or gift tax laws, or any tax treaties. Furthermore, this discussion does not address all aspects of U.S. federal income taxation that may be applicable to U.S. holders in light of their particular circumstances or to U.S. holders that may be subject to special rules under U.S. federal income tax laws, including, without limitation:

If a partnership, or any entity (or arrangement) treated as a partnership for U.S. federal income tax purposes, holds Common Stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership and upon certain determinations made at the partner level. A partner in a partnership holding Common Stock should consult its own tax advisor about the U.S. federal income tax consequences of the Reverse Stock Split.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of shares of Common Stock that is for U.S. federal income tax purposes:

Tax Consequences of the Reverse Stock Split Generally

A Reverse Stock Split should constitute a “recapitalization” for U.S. federal income tax purposes. As a result, a U.S. holder of Common Stock generally should not recognize gain or loss upon a Reverse Stock Split, except with respect to cash received in lieu of a fractional share of Common Stock, as discussed below. A U.S. holder’s aggregate tax basis in the shares of Common Stock received pursuant to the reverse stock split should equal the aggregate tax basis of the shares of Common Stock surrendered (excluding any portion of such basis that is allocated to any fractional share of Common Stock), and such U.S. holder’s holding period in the shares of Common Stock received should include the holding period in the shares of Common Stock surrendered. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the shares of Common Stock surrendered to the shares of Common Stock received in a recapitalization pursuant to the Reverse Stock Split. U.S. holders of shares of Common Stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

Cash in Lieu of Fractional Shares

A U.S. holder of Common Stock that receives cash in lieu of a fractional share of Common Stock pursuant to a Reverse Stock Split should generally recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. holder’s tax basis in the shares of Common Stock surrendered that is allocated to such fractional share of Common Stock. Such capital gain or loss should be long-term capital gain or loss if the U.S. holder’s holding period for Common Stock surrendered exceeds one year at the effective time of a Reverse Stock Split. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

Cash payments received by a U.S. holder of Common Stock pursuant to a Reverse Stock Split may be subject to information reporting and may be subject to U.S. backup withholding (currently at 24%) unless such holder provides proof of an applicable exemption or a correct taxpayer identification number and otherwise complies with the applicable requirements of the backup withholding rules. Any amount withheld under the U.S. backup withholding rules is not an additional tax and will generally be allowed as a refund or credit against the U.S. holder’s U.S. federal income tax liability provided that the required information is timely furnished to the IRS.

Required Vote

Assuming a quorum is present at the Special Meeting, in accordance with Section 242(d)(2) of the Delaware General Corporation Law, approval of the Reverse Stock Split Proposal requires 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 Special Meeting. Assuming a quorum is present, if an Onconetix stockholder fails to vote, fails to instruct its bank, broker, or other nominee to vote with respect to the Reverse Stock Split Proposal, or abstains from voting, it will have no effect on the Reverse Stock Split Proposal.

THE ONCONETIX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ONCONETIX STOCKHOLDERS VOTE “FOR” THEReverse Stock Split PROPOSAL.