Onconetix, Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 13, 2026
ONCO$6.95+26.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-13.
0001213900-26-055483
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001213900-26-089093
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 135 previous paragraphs and 155 current paragraphs.
106 unchanged; 25 reworded; 16 added; 4 removed; 0 previous and 8 current paragraphs rearranged.
Tables are not compared: 23 previous and 24 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
There were two new peer-reviewed scientific publications published in the first quarter of 2026 on the clinical utility of Proclarix. The first paper, by Schiess et al., has been accepted for publication in BMC Cancer, an open-access oncology research journal. The study evaluated Proclarix in a cohort of 371 men and ruled out clinically insignificant or absent prostate cancer while maintaining a low risk of missing csPCa. Proclarix was subsequently shown to significantly reduce overdiagnosis and unnecessary biopsies, outperforming both %fPSA and the ERSPC risk calculator. The second paper, by Athanasiou et al., has been published in the journal Cancers (2026, 18, 1348-62). In a cohort of 132 men under active surveillance, the study demonstrated the prognostic value of Proclarix® and its risk score in predicting the transition of patients from active surveillance to active treatment.
Current report
Proclarix is CE-marked and for sale in Europe. In the United Kingdom, Proclarix is now offered by a patient organization as an additional option within a screening initiative for early identification of prostate cancer.
Current report
As of June 30, 2026, Proteomedix has initiated a PRIME study, a multi-center clinical validation study conducted in collaboration with Labcorp to evaluate Proclarix in the U.S. market and across various ethnicities. The first participants have been enrolled and the study is designed to ultimately include up to 500 men.
Current report
Series F PIPE Financing
Current report
On July 28, 2026, the Company entered into a securities purchase agreement (the “Series F Securities Purchase Agreement”) with an accredited investor (the “Series F PIPE Investor”), pursuant to which the Company agreed to issue and sell to the Series F PIPE Investor an aggregate of 37,812 shares of Series F convertible preferred stock, par value $0.00001 per share (“Series F Preferred Stock”), for an aggregate purchase price of $30,249,600 (the “Series F PIPE Financing”), generating net cash proceeds of $249,600.
Current report
Concurrently with entering into the Series F Securities Purchase Agreement, the Company also entered into a registration rights agreement with the Series F PIPE Investor, pursuant to which it has agreed to provide the Series F PIPE Investor with certain registration rights related to the shares of Common Stock underlying the shares of Series F Preferred Stock.
Current report
July 2026 ELOC Purchase Agreement
Current report
On July 28, 2026, the Company entered into a Common Stock Purchase Agreement relating to a committed equity facility (the “July 2026 ELOC Purchase Agreement”) with an accredited investor (“July 2026 ELOC Investor”), pursuant to which, subject to the terms and conditions set forth therein, the Company has the right, but not the obligation, to direct the July 2026 ELOC Investor, from time to time and at the Company’s sole discretion, to purchase shares of the Company’s Common Stock having an aggregate purchase price of up to the lesser of (i) $750,000,000 and (ii) 19.99% of the total number of shares of the Company’s Common Stock outstanding immediately prior to the execution of the July 2026 ELOC Purchase Agreement, unless stockholder approval has been obtained or an exception under the applicable Nasdaq listing rules applies. Concurrently with entering into the July 2026 ELOC Purchase Agreement, the Company entered into a Registration Rights Agreement with the July 2026 ELOC Investor (the “July 2026 ELOC Registration Rights Agreement”), pursuant to which the Company agreed to provide the July 2026 ELOC Investor with certain registration rights with respect to the securities issuable under the July 2026 ELOC Purchase Agreement.
Current report
In consideration for the July 2026 ELOC Investor’s commitment under the July 2026 ELOC Purchase Agreement, the Company agreed to pay a $30,000,000 commitment fee, which the July 2026 ELOC Investor agreed would be applied toward its purchase of Series F Preferred Stock pursuant to the Series F Securities Purchase Agreement.
Current report
May 2026 Reverse Stock Split
Current report
Other income for the three months ended June 30, 2026, increased by approximately $0.3 million compared to the same period in 2025. The increase was primarily driven by a $0.2 million reduction in interest expense and the absence of a $0.2 million loss related to the change in fair value of the subscription agreement liability recognized in the prior-year period. These favorable changes were partially offset by a $0.1 million loss associated with the change in fair value of the Series D derivative liability during the current period.
Current report
Comparison of the Six Months Ended June 30, 2026 and 2025
Current report
For the six months ended June 30, 2026, research and development expenses increased by $0.1 million from a gain of approximately $0.1 million during the six months ended June 30, 2025 to expense of $0.05 million during the six months ended June 30, 2026. The expense during the six months ended June 30, 2026 related to the new clinical study agreement with LabCorp where the Company agreed to pay for research and development costs. The gain during the six months ended June 30, 2025 resulted from the write-off of previously accrued R&D expenses that were related to terminated contracts.
Current report
Impairments
Current report
Other Income
Current report
Income Tax Benefit
Removed paragraphs (4)
Previous report
Selling, General and Administrative Expenses
Previous report
Research and Development Expenses
Previous report
Selling, General and Administrative Expenses
Previous report
Research and Development Expenses
Reworded paragraphs (25)
Previous wording
Proclarix is CE-marked and for sale in Europe. We continue our sales efforts and expect growing revenues from sales of Proclarix in 2026 and beyond. We anticipate these sales to offset some expenses relating to commercial scale up and development, we expect our expenses also to increase in connection with our ongoing activities, as we:
Current wording
We continue our sales efforts and expect growing revenues from sales of Proclarix in 2026 and beyond. We anticipate these sales to offset some expenses relating to commercial scale up and development, we expect our expenses also to increase in connection with our ongoing activities, as we:
Previous wording
On April 30, 2026, the Company held a special meeting of stockholders (the “April 2026 Special Meeting”). At the April 2026 Special Meeting, the stockholders of the Company approved the stockholder proposal to grant discretionary authority to Board to amend the Amended and Restated Certificate of Incorporation of the Company to effect one or more reverse stock splits of the Common Stock, at a ratio in the range of 1-for-2 to 1-for-10, provided that, (X) the Company shall not effect the aforementioned reverse stock splits that, in the aggregate, exceed 1-for-100, and (Y) any such reverse stock split is completed no later than the one year anniversary date of the April 2026 Special Meeting.
Current wording
On April 30, 2026, the Company held a special meeting of stockholders (the “April 2026 Special Meeting”). At the April 2026 Special Meeting, the stockholders of the Company approved the stockholder proposal to grant discretionary authority to Board to further amend COI to effect one or more reverse stock splits of the Common Stock, at a ratio in the range of 1-for-2 to 1-for-10, provided that, (X) the Company shall not effect the aforementioned reverse stock splits that, in the aggregate, exceed 1-for-100, and (Y) any such reverse stock split is completed no later than the one year anniversary date of the April 2026 Special Meeting.
Previous wording
On February 3, 2026, the Company held a special meeting of stockholders (the “Special Meeting”), whereby its stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation 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 Special Meeting.
Current wording
On February 3, 2026, the Company held a special meeting of stockholders (the “February 2026 Special Meeting”), whereby its stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (“COI”) 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 (“Reverse Stock Split Proposal”).
Previous wording
On March 6, 2026, the Board determined to fix a reverse stock split ratio of its Common Stock of 1-to-5 (the “Reverse Stock Split”). On March 24, 2026, the Company filed the Amendment to its Charter with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Reverse Stock Split became effective in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on March 25, 2026 (the “Effective Time”). The Company’s Common Stock continues to trade on The Nasdaq Capital Market under the symbol ONCO and has been trading on a split-adjusted basis since the market opened on March 25, 2026. At the Effective Time, every 5 (five) shares of the Company’s issued and outstanding Common Stock had converted automatically into one (1) issued and outstanding share of Common Stock, with no corresponding reduction in the number of authorized shares of Common Stock, and without any change in the par value per share.
Current wording
On March 6, 2026, the Board determined to fix a reverse stock split ratio of its Common Stock of 1-to-5 (the “March Reverse Stock Split”). On March 24, 2026, the Company filed an amendment to its COI with the Secretary of State of the State of Delaware to effect the March Reverse Stock Split. The March Reverse Stock Split became effective in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on March 25, 2026 (the “March Reverse Stock Split Effective Time”). The Company’s Common Stock continues to trade on The Nasdaq Capital Market under the symbol ONCO and has been trading on a split-adjusted basis since the market opened on March 25, 2026. At the March Reverse Stock Split Effective Time, every 5 (five) shares of the Company’s issued and outstanding Common Stock had converted automatically into one (1) issued and outstanding share of Common Stock, with no corresponding reduction in the number of authorized shares of Common Stock, and without any change in the par value per share.
Previous wording
On October 1, 2025, the Company entered into a securities purchase agreement (the “Series E Securities Purchase Agreement”) with institutional investor(s) and sold to such institutional investors(s)(collectively, the “Series E PIPE Investors”), an aggregate of 7,813 shares of Series E convertible preferred stock, par value $0.00001 per share (“Series E Preferred Stock”), which are convertible into common stock of the Company, $0.00001 par value per share and warrants (the “Series E Warrants”) to purchase 405,045 shares of Common Stock, for an aggregate purchase price of approximately $6.25 million, which was also equal to the net cash proceeds. The exercise price of the Series E Warrants is $19.288, and the Series E Warrants are exercisable beginning on the issuance date and expire on the third anniversary of the issuance date.
Current wording
On October 1, 2025, the Company entered into a securities purchase agreement (the “Series E Securities Purchase Agreement”) with institutional investor(s) and sold to such institutional investors(s)(collectively, the “Series E PIPE Investors”), an aggregate of 7,813 shares of Series E convertible preferred stock, par value $0.00001 per share (“Series E Preferred Stock”), which are convertible into common stock of the Company, $0.00001 par value per share and warrants (the “Series E Warrants”) to purchase 40,504 shares of Common Stock, for an aggregate purchase price of approximately $6.25 million, which was also equal to the net cash proceeds. The exercise price of the Series E Warrants is $0.9716, and the Series E Warrants are exercisable beginning on the issuance date and expire on the third anniversary of the issuance date.
Previous wording
During the three months ended March 31, 2026, the holders converted 232 shares of Series E Preferred Stock into 76,555 shares of Common Stock. As of March 31, 2026, there are 7,581 shares of Series E Preferred Stock outstanding.
Current wording
During the three and six months ended June 30, 2026, the holders converted 7,581 and 7,813 shares of Series E Preferred Stock into 660,365 and 668,021 shares of Common Stock. As of June 30, 2026, all shares of Series E Preferred Stock were converted into Common Stock and there were no Series E Preferred Stock outstanding.
Previous wording
On September 22, 2025, the Company entered into a securities purchase agreement (the “Series D Securities Purchase Agreement”) with eleven institutional investors, and sold or exchanged debt, to such investors (collectively, the “Series D PIPE Investors”) an aggregate of 16,099 shares of Series D convertible preferred stock, par value $0.00001 per share (“Series D Preferred Stock”), which includes an issuance of 500 shares of Series D Preferred Stock to the lead investor in consideration for the Series D PIPE Investors’ irrevocable commitment to purchase shares of the Series D Preferred Stock, and warrants (the “Series D Warrants”) to purchase 872,565 shares of Common Stock, for an aggregate purchase price of approximately $12.9 million and net cash proceeds of $9.3 million. The exercise price of the Series D Warrants is $18.448, and the Series D Warrants are exercisable beginning on the issuance date and expire on the third anniversary of the issuance date.
Current wording
On September 22, 2025, the Company entered into a securities purchase agreement (the “Series D Securities Purchase Agreement”) with eleven institutional investors, and sold or exchanged debt, to such investors (collectively, the “Series D PIPE Investors”) an aggregate of 16,099 shares of Series D convertible preferred stock, par value $0.00001 per share (“Series D Preferred Stock”), which includes an issuance of 500 shares of Series D Preferred Stock to the lead investor in consideration for the Series D PIPE Investors’ irrevocable commitment to purchase shares of the Series D Preferred Stock, and warrants (the “Series D Warrants”) to purchase 87,256 shares of Common Stock, for an aggregate purchase price of approximately $12.9 million and net cash proceeds of $9.3 million. The exercise price of the Series D Warrants is $0.9716, and the Series D Warrants are exercisable beginning on the issuance date and expire on the third anniversary of the issuance date.
Previous wording
During the three months ended March 31, 2026, the holders converted 6,373 shares of Series D Preferred Stock into 2,222,656 shares of Common Stock. Additionally, the holders exercised 144,087 warrants for shares of Common Stock, resulting in net proceeds of $384,842. As of March 31, 2026, there are 9,952 shares of Series D Preferred Stock outstanding.
Current wording
During the three and six months ended June 30, 2026, the holders converted 1,796 and 8,169 shares of Series D Preferred Stock into 153,712 and 375,977 shares of Common Stock. Additionally, the holders exercised 144,087 warrants for shares of Common Stock, resulting in net proceeds of $384,842. As of June 30, 2026, there are 8,156 shares of Series D Preferred Stock outstanding.
Previous wording
On June 13, 2025, the Company effected a reverse stock split of all shares of its issued and outstanding Common Stock at a ratio of one-for-eighty-five (1:85). The Company accounted for the reverse stock split on a retrospective basis pursuant to Accounting Standards Codification (“ASC”) 260, Earnings Per Share. All issued and outstanding common stock, common stock warrants, and share-based awards’ exercise prices and per share data have been adjusted in these consolidated financial statements, on a retrospective basis, to reflect the reverse stock split for all periods presented. The number of authorized shares and par value of the preferred stock and common stock were not adjusted because of the reverse stock split.
Current wording
On May 21, 2026, the Company effected a reverse stock split of all shares of its issued and outstanding Common Stock at a ratio of one-for-ten (1:10). The Company accounted for the reverse stock split on a retrospective basis pursuant to Accounting Standards Codification (“ASC”) 260, Earnings Per Share. All issued and outstanding common stock, common stock warrants, and share-based awards’ exercise prices and per share data have been adjusted in these consolidated financial statements, on a retrospective basis, to reflect the reverse stock split for all periods presented. The number of authorized shares and par value of the preferred stock and common stock were not adjusted because of the reverse stock split.
Previous wording
Additionally, Immunovia will make a $0.1 million payment for materials and pay a 3% royalty on net sales of PancreaSure and any other products incorporating the licensed intellectual property from January 1, 2026, through December 31, 2032.
Current wording
Additionally, Immunovia will make a $0.1 million payment for materials and pay a 3% royalty on net sales of PancreaSure and any other products incorporating the licensed intellectual property from January 1, 2026, through December 31, 2032. During the three and six months ended June 30, 2026, royalty revenues were de minimus and there was no revenue due to the biological materials.
Previous wording
On July 21, 2023, the Company, entered into a Licensing and Services Master Agreement (“Master Services Agreement”) and a related statement of work with IQVIA, pursuant to which IQVIA was to provide to the Company commercialization services for the Company’s products, including recruiting, managing, supervising and evaluating sales personnel and providing sales-related services for such products, for fees totaling up to $29.1 million over the term of the statement of work. The statement of work had a term through September 6, 2026, unless earlier terminated in accordance with the Master Services Agreement and the statement of work. On July 29, 2023, a second statement of work was entered into with IQVIA for certain subscription services providing prescription market data access to the Company. The fees under the second statement of work totaled approximately $800,000, and the term was through July 14, 2025. On October 12, 2023, the Company terminated the Master Services Agreement and the statements of work. The Company recorded net credits of approximately $0 and $0.9 million related to this contract during the three months ended March 31, 2026 and 2025, respectively, which is included in selling, general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss. The Company had approximately $0 recorded in related accounts payable as of March 31, 2026 and December 31, 2025, respectively, which includes amounts due for early termination of the contract.
Current wording
On July 21, 2023, the Company, entered into a Licensing and Services Master Agreement (“Master Services Agreement”) and a related statement of work with IQVIA, pursuant to which IQVIA was to provide to the Company commercialization services for the Company’s products, including recruiting, managing, supervising and evaluating sales personnel and providing sales-related services for such products, for fees totaling up to $29.1 million over the term of the statement of work. The statement of work had a term through September 6, 2026, unless earlier terminated in accordance with the Master Services Agreement and the statement of work. On July 29, 2023, a second statement of work was entered into with IQVIA for certain subscription services providing prescription market data access to the Company. The fees under the second statement of work totaled approximately $800,000, and the term was through July 14, 2025. On October 12, 2023, the Company terminated the Master Services Agreement and the statements of work loss. There were no amounts payable under this contract as of June 30, 2026 and December 31, 2025.
Previous wording
Other income (expense) is comprised of interest expense on notes payable, the change in fair value of financial instruments that are recorded as liabilities, which includes the related party subscription agreement liability, the contingent warrant liability, derivative liabilities, and other financing-related costs.
Current wording
Other income (expense) is comprised of interest expense on notes payable, the change in fair value of financial instruments that are recorded as liabilities, which includes the related party subscription agreement liability, the contingent warrant liabilities, derivative liabilities, and other financing-related costs.
Previous wording
For the three months ended March 31, 2026, the Company generated approximately $21 thousand of revenue, compared to approximately $102 thousand for the same period in 2025. The decrease in revenue was primarily attributable to lower product sales generated by Proteomedix during the current period, reflecting reduced customer demand and timing of orders compared to the prior year period. Cost of revenue for the three months ended March 31, 2026 was approximately $23 thousand, compared to approximately $56 thousand for the same period in 2025, and was primarily attributable to costs incurred related to Proteomedix product sales. The Company reported a gross loss for the three months ended March 31, 2026 as cost of revenue exceeded revenue, primarily due to lower sales volumes during the period, while certain production and fulfillment costs remained relatively fixed.
Current wording
For the three months ended June 30, 2026, the Company generated approximately $0.02 million of revenue, compared to approximately $0.1 million for the same period in 2025. The decrease in revenue was primarily attributable to lower product sales generated by Proteomedix during the current period, reflecting reduced customer demand and timing of orders compared to the prior year period. Cost of revenue for the three months ended June 30, 2026 was approximately $0.01 million, compared to approximately $0.04 million for the same period in 2025, and was primarily attributable to costs incurred related to Proteomedix product sales. Gross profit decreased to approximately $4 thousand for the three months ended June 30, 2026, compared to approximately $0.07 million for the same period in 2025, due to lower revenue. Gross margin decreased from approximately 66.2% to 25.1%, as certain production and fulfillment costs remained relatively fixed despite lower sales volumes.
Previous wording
For the three months ended March 31, 2026, selling, general and administrative expenses increased by $0.4 million compared to the same period in 2025. The change is largely due to the increase in professional fees including accounting, legal, and regulatory fees, which were related to the additional filings and transactions during the current period.
Current wording
For the three months ended June 30, 2026, selling, general and administrative expenses increased by $0.7 million compared to the same period in 2025. The change is largely due to the increase in professional fees including accounting, legal, and regulatory fees, which were related to the additional filings and transactions during the current period.
Previous wording
For the three months ended March 31, 2026 research and development expenses increased by $26 thousand to $51 thousand compared to the same period in 2025. This change was due to the new clinical study agreement with LabCorp where the Company agreed to pay for research and development costs.
Current wording
For the three months ended June 30, 2026, research and development expenses increased by $115 thousand to $3 thousand compared to a gain of approximately $112 thousand in the same period in 2025. The gain during the three months ended June 30, 2025 resulted from the write-off of previously accrued R&D expenses that were related to terminated contracts. The expense during the three months ended June 30, 2026 related to the new clinical study agreement with LabCorp where the Company agreed to pay for research and development costs.
Previous wording
The Company recorded an impairment of goodwill related to the PMX acquisition during the three months ended March 31, 2026 totaling $8.1 million, compared to $10.9 million during the three months ended March 31, 2025.
Current wording
The Company recorded an impairment of goodwill related to the PMX acquisition during the three months ended June 30, 2026 totaling $0.5 million, compared to $0.6 million during the three months ended June 30, 2025.
Previous wording
Other income for the three months ended March 31, 2026, increased by approximately $2.0 million compared to the same period in 2025. The increase was primarily driven by a $4.0 million decrease in the change in fair value of Series D derivative liability, a $2.1 million decrease in the change in fair value of Series E derivative liability, partially offset by a $3.3 million decrease in the change in fair value of the subscription agreement liability – related party, a $0.9 million decrease to gain on forgiveness of accounts payable related to the settlement of IQVIA balances, and smaller changes in interest expense and other items.
Current wording
Other income for the six months ended June 30, 2026 increased by approximately $2.3 million compared to the same period in 2025. The increase was primarily driven by gains of approximately $3.8 million and $2.1 million related to the changes in fair value of the Series D and Series E derivative liabilities, respectively. These favorable changes were partially offset by the absence of the $3.1 million gain recognized from the change in fair value of the subscription agreement liability in the prior-year period, the absence of the $0.9 million gain on forgiveness of accounts payable recognized in the prior-year period, and lower interest expense and other items.
Previous wording
As of March 31, 2026, the Company had cash of approximately $3.7 million, a working capital surplus of approximately $1.3 million and an accumulated deficit of approximately $135.4 million. During the three months ended March 31, 2026, the Company used approximately $2.1 million in cash for operating activities. In addition, as of May 11, 2026, the Company’s cash balance was approximately $4.1 million. The Company’s current cash balance is not sufficient to fund its operations through the end of December 2026.
Current wording
As of June 30, 2026, the Company had cash of approximately $5.9 million, a working capital surplus of approximately $3.6 million and an accumulated deficit of approximately $138.3 million. During the six months ended June 30, 2026, the Company used approximately $4.0 million in cash for operating activities. In addition, as of August 10, 2026, the Company’s cash balance was approximately $5.4 million. The Company’s current cash balance is not sufficient to fund its operations through the end of August 2027.
Previous wording
During the financial year ended December 31, 2025, the Company closed a Series D Preferred Stock financing in September 2025 and a Series E Preferred Stock financing in October 2025. Such financings provided the Company with additional cash flow to support near-term operations. While these capital raises may enable the Company to sustain current operations and meet existing obligations, the Company continues to generate recurring net operating losses and has not yet established sustained positive cash flows to support its strategic growth initiatives, which includes the commercialization of Proclarix and the closing of the Realbotix Transactions. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of issuance of these consolidated financial statements.
Current wording
During July 2026, the Company entered into a Series F Preferred Stock financing and an equity line of credit arrangement that are expected to provide additional liquidity and financial flexibility to support its ongoing operations and strategic initiatives. These transactions are intended to strengthen the Company’s liquidity position and support working capital requirements. While these capital raises may enable the Company to sustain current operations and meet existing obligations, the Company continues to generate recurring net operating losses and has not yet established sustained positive cash flows to support its strategic growth initiatives, which includes the commercialization of Proclarix and participation in strategic transactions and investments, including the proposed Realbotix Transactions. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of issuance of these consolidated financial statements.
Previous wording
Management’s plans for funding the Company’s operations include generating product revenue from sales of Proclarix, which is still subject to further successful commercialization activities within certain jurisdictions. Management also intends to secure additional funding through equity or debt financings if available, and to utilize the ELOC entered into in October 2024 on an as-needed basis to fund current operating needs, including future expenses incurred in connection with closing the Realbotix Transactions, subject to certain restrictions and beneficial ownership constraints. However, based on the terms of the ELOC and the current maximum availability, management determined that the funds readily available under the ELOC will not be sufficient to sustain operations. In addition, there are currently no other commitments in place for further financing nor is there any assurance that such financing will be available to sustain its operations and expand commercialization of Proclarix. If the Company is unable to secure additional capital, it may be required to curtail any future clinical trials, development and/or commercialization of Proclarix and any future product candidates, or it may be unable to close the Realbotix Transactions on a timely basis as contemplated in the Share Exchange Agreement. As such, the Company may take additional measures to reduce expenses in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations, or, if it is required to, file for bankruptcy.
Current wording
Management’s plans for funding the Company’s operations include generating product revenue from sales of Proclarix, which is still subject to further successful commercialization activities within certain jurisdictions. Management also intends to secure additional funding through equity or debt financings if available, and to utilize the ELOC entered into in October 2024 and July 2026 on an as-needed basis to fund current operating needs, including future expenses incurred in connection with closing the Realbotix Transactions, subject to certain restrictions and beneficial ownership constraints. However, based on the terms of the ELOC and the current maximum availability, management determined that the funds readily available under the ELOC will not be sufficient to sustain operations. In addition, there are currently no other commitments in place for further financing nor is there any assurance that such financing will be available to sustain its operations and expand commercialization of Proclarix. If the Company is unable to secure additional capital, it may be required to curtail any future clinical trials, development and/or commercialization of Proclarix and any future product candidates, or it may be unable to close the Realbotix Transactions on a timely basis as contemplated in the Share Exchange Agreement. As such, the Company may take additional measures to reduce expenses in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations, or, if it is required to, file for bankruptcy.
Previous wording
While the Company closed the Series D and E Preferred Stock financings during the financial year ended December 31, 2025, there are currently no other commitments in place for further financing nor is there any assurance that such financing will be available to the Company on favorable terms, if at all. This creates significant uncertainty whether the Company will have the funds available to be able to sustain its operations and expand commercialization of Proclarix, or to close the Realbotix Transactions on a timely basis as contemplated in the Share Exchange Agreement. If the Company is unable to secure additional capital, it may be required to curtail any future clinical trials, development and/or commercialization of future product candidates, delay the closing of or terminate the proposed Realbotix Transactions as contemplated in the Share Exchange Agreement, and it may take additional measures to reduce expenses in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations, or, if it’s required to, file for bankruptcy.
Current wording
Management also continues to evaluate additional financing opportunities, including proceeds received from the July 2026 Series F PIPE financing and remaining availability under the ELOC, subject to applicable limitations and conditions.. This creates significant uncertainty whether the Company will have the funds available to be able to sustain its operations and expand commercialization of Proclarix, or to close the Realbotix Transactions on a timely basis as contemplated in the Share Exchange Agreement. If the Company is unable to secure additional capital, it may be required to curtail any future clinical trials, development and/or commercialization of future product candidates, delay the closing of or terminate the proposed Realbotix Transactions as contemplated in the Share Exchange Agreement, and it may take additional measures to reduce expenses in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations, or, if it’s required to, file for bankruptcy.
Previous wording
Net cash used in operating activities for the three months ended March 31, 2026, was approximately $2.1 million, which was primarily driven by a net loss of approximately $4.2 million and gain on change in fair value of derivative liabilities of approximately $6 million, which were offset by a non-cash stock-based compensation expense of approximately $0.02 million, loss on impairment of goodwill of approximately $8.1 million, and net changes in our operating assets and liabilities of $0.04 million.
Current wording
Net cash used in operating activities for the six months ended June 30, 2026, was approximately $4.0 million, which was primarily driven by a net loss of approximately $7.1 million and gain on change in fair value of derivative liabilities of approximately $6.0 million, which were offset by a non-cash stock-based compensation expense of approximately $0.03 million, loss on impairment of goodwill of approximately $8.6 million, and net changes in our operating assets and liabilities of $0.3 million.
Previous wording
Net cash used in operating activities for the three months ended March 31, 2025, was approximately $2.0 million, which was primarily driven by a net loss of approximately $8.5 million, a non-cash change in fair value of subscription liability of approximately $3.3 million, a gain on forgiveness of accounts payable of approximately $0.9 million, and net changes in our operating assets and liabilities of $0.07 million. These items were offset by several non-cash items, which primarily include impairment of goodwill of approximately $10.9 million.
Current wording
Net cash used in operating activities for the six months ended June 30, 2025, was approximately $3.4 million, which primarily resulted from a net loss of approximately $10.9 million, a non-cash change in fair value of subscription liability of approximately $3.1 million, a gain on forgiveness of accounts payable of approximately $0.9 million, and net changes in our operating assets and liabilities of $(0.1) million. These items were offset by several non-cash items, which primarily include impairment of goodwill of approximately $11.5 million.
Previous wording
Net cash provided by financing activities for the three months ended March 31, 2026, was approximately $0.6 million, and resulted primarily from proceeds of approximately $0.4 million from exercise of warrants.
Current wording
Net cash provided by financing activities for the six months ended June 30, 2026, was approximately $4.8 million, and resulted primarily from proceeds of approximately $0.4 million from exercise of warrants, proceeds of approximately $4.3 million from the purchase of common stock in connection with the ELOC and net proceeds of approximately $0.15 million from notes payable.
Previous wording
Net cash provided by financing activities for the three months ended March 31, 2025, was approximately $2.9 million, and resulted primarily from proceeds of approximately $5.0 million from the purchase of common stock in connection with the ELOC and $0.1 million from the issuance of notes payable. These proceeds were offset by payments on notes payable of approximately $0.9 million and a payment of approximately $1.3 million related to redemption of the Series C Preferred Stock.
Current wording
Net cash provided by financing activities for the six months ended June 30, 2025, was approximately $3.6 million, and resulted primarily from proceeds of approximately $6.4 million from the purchase of common stock in connection with the ELOC and $0.5 million from the issuance of notes payable. These proceeds were offset by payments on notes payable of approximately $1.5 million and a payment of approximately $1.7 million related to redemption of the Series C Preferred Stock.
Rearranged current paragraphs (8)
Current report — wording carried from elsewhere
On May 8, 2026, in reliance of the stockholder approval obtained for the Reverse Stock Split Proposal at the April 2026 Special Meeting held on April 30, 2026, the Board determined to fix a reverse stock split ratio of its Common Stock of 1-to-10 (the “May Reverse Stock Split”). On May 20, 2026, the Company filed an amendment to its COI with the Secretary of State of the State of Delaware to effect the May Reverse Stock Split. The May Reverse Stock Split became effective in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on May 21, 2026 (the “May Reverse Stock Split Effective Time”). The Company’s Common Stock continues to trade on The Nasdaq Capital Market under the symbol ONCO and has been trading on a split-adjusted basis since the market opened on May 21, 2026. At the May Reverse Stock Split Effective Time, every 10 (ten) shares of the Company’s issued and outstanding Common Stock had converted automatically into one (1) issued and outstanding share of Common Stock, with no corresponding reduction in the number of authorized shares of Common Stock, and without any change in the par value per share.
Current report — wording carried from elsewhere
The following table summarizes our statements of operations for the periods indicated:
Current report — wording carried from elsewhere
Revenue, Cost of Revenue, and Gross Margin
Current report — wording carried from elsewhere
For the six months ended June 30, 2026, the Company generated approximately $39 thousand of revenue, compared to approximately $208 thousand for the same period in 2025. The decrease in revenue was primarily attributable to lower product sales generated by Proteomedix during the current period, reflecting reduced customer demand and timing of orders compared to the prior year period. Cost of revenue for the six months ended June 30, 2026 was approximately $36 thousand, compared to approximately $92 thousand for the same period in 2025, and was primarily attributable to costs incurred related to Proteomedix product sales. Gross profit decreased to approximately $3 thousand for the six months ended June 30, 2026, compared to approximately $116 thousand for the same period in 2025, due to lower revenue. Gross margin decreased from approximately 55.9% to 6.9%, as certain production and fulfillment costs remained relatively fixed despite lower sales volumes.
Current report — wording carried from elsewhere
For the six months ended June 30, 2026, selling, general and administrative expenses increased by $1.1 million compared to the same period in 2025. The change is largely due to the increase in professional fees including accounting, legal, and regulatory fees, which were related to the additional filings and transactions during the current period.
Current report — wording carried from elsewhere
The Company recorded an impairment of goodwill related to the PMX acquisition during the six months ended June 30, 2026 totaling $8.6 million, compared to $11.5 million during the six months ended June 30, 2025.
Current report — wording carried from elsewhere
The Company did not record any income tax benefit or expense during the six months ended June 30, 2026 and 2025.
Current report — wording carried from elsewhere
During the financial year ended December 31, 2025, the Company closed a Series D Preferred Stock financing in September 2025 and a Series E Preferred Stock financing in October 2025. Such financings provided the Company with additional cash flow to support near-term operations.