Onconetix, Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
View on SEC.govAbout this filing
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 Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-13.
0001213900-26-055483
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001213900-26-089093
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe 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 54 previous paragraphs and 64 current paragraphs.
48 unchanged; 6 reworded; 10 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 14 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 (10)
Current report
The SEC had recently approved a Nasdaq rule where the market value of listed companies on Nasdaq must meet a certain threshold, and if we are unable to regain or maintain compliance with such continued listing requirements of Nasdaq, our Common Stock could be delisted from the Nasdaq Capital Market.
Current report
On July 22, 2026, the SEC approved a Nasdaq rule change requiring the immediate suspension and delisting of any listed company whose market value of listed securities (“MVLS”) falls below $5 million for 30 consecutive business days, subject to limited review by a Nasdaq Hearings Panel. Under the approved rule, a timely request for a hearing will not stay the suspension of trading, and our securities would generally trade on the over-the-counter market during any appeal process. The Nasdaq Hearings Panel may grant a limited exception period (not to exceed 180 days) to demonstrate compliance with initial listing requirements, but there can be no assurance that such relief would be granted.
Current report
Our ability to maintain compliance with the $5 million MVLS requirement depends on a number of factors, including the market price of our Common Stock and the number of our issued and outstanding shares. The market price of our Common Stock may be volatile and could decline for reasons beyond our control, including:
Current report
If our MVLS were to fall below $5 million for 30 consecutive business days, Nasdaq would issue a staff delisting determination and immediately suspend trading of our Common Stock on Nasdaq. Any suspension or delisting of our Common Stock from Nasdaq could materially and adversely affect our business, financial condition, results of operations, and the value of our Common Stock.
Current report
In the event that our Common Stock is delisted from Nasdaq, as a result of our failure to comply with the Minimum Bid Price Requirement, or due to our failure to continue to comply with any other requirement for continued listing on Nasdaq, and is not eligible for listing on another exchange, trading in the shares of our Common Stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our Common Stock, and it would likely be more difficult to obtain coverage by securities analysts and the news media, which could cause the price of our Common Stock to decline further. Also, it may be difficult for us to raise additional capital if we are not listed on a national exchange.
Current report
Future issuances of shares of our Common Stock, including upon exercise or conversion of outstanding securities, could result in substantial dilution of our stockholders and may have a negative impact on the market price of our Common Stock.
Current report
The shares of our Common Stock that may be issued under the ELOC Purchase Agreements (together, the “ELOC Purchase Agreements”) may be sold by us to the respective October 2024 ELOC Investor and July 2026 ELOC Investor (together, the “ELOC Investors”) from time to time from the date of (i) the 36-month anniversary of the effective date of the registration statement registering the shares of Common Stock issued under the ELOC Purchase Agreements, (ii) the date on which the ELOC Investors has purchased the aggregate limit under the respective ELOC Purchase Agreements, (iii) the date on which our Common Stock fails to be listed or quoted on Nasdaq or any successor Eligible Market (as defined in the ELOC Purchase Agreements), and (iv) the date on which, pursuant to or within the meaning of any bankruptcy law, a custodian is appointed for us or for all or substantially all of our property, or we make a general assignment for the benefit of our creditors.
Current report
The purchase price for shares of our Common Stock that we may sell to the ELOC Investors under the respective ELOC Purchase Agreements will fluctuate based on the trading price of shares of our Common Stock. Depending on market liquidity at the time, sales of shares of our Common Stock may cause the trading price of shares of our Common Stock to decrease. We generally have the right to control the timing and amount of any future sales of shares of our Common Stock to the ELOC Investors. Additional sales of shares of our Common Stock, if any, to the ELOC Investors will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the ELOC Investors all, some or none of the additional shares of our Common Stock that may be available for us to sell pursuant to the ELOC Purchase Agreements. If and when we do sell shares of our Common Stock to the ELOC Investors, after the ELOC Investors has acquired shares of our Common Stock, the ELOC Investors may resell all, some or none of such shares of our Common Stock at any time or from time to time in its discretion and at different prices. Therefore, sales to the ELOC Investors by us could result in substantial dilution to the interests of other holders of shares of our Common Stock. In addition, if we sell a substantial number of shares of our Common Stock to the ELOC Investors under the respective ELOC Purchase Agreements, or if investors expect that we will do so, the shares held by the ELOC Investors will represent a significant portion of our public float and may result in substantial decreases to the price of our Common Stock. The actual sales of shares of our Common Stock or the mere existence of our arrangement with the ELOC Investors may also make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.
Current report
The market price of shares of our Common Stock could drop significantly if the ELOC Investors sells shares of Common Stock or is perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of shares of our Common Stock or other securities.
Current report
Additionally, the shares of Common Stock issuable pursuant to our outstanding convertible securities, including the Series C Warrants, the Series D Warrants, the Series E Warrants, the Series C Preferred Stock, the Series D Preferred Stock, the Series F Preferred Stock, and preferred investment options, to the extent exercised or converted, respectively, could impose significant dilution on our stockholders and may have a negative impact on the market price of our Common Stock. Each of the Series D Warrants, the Series E Warrants and the respective Certificate of Designations for the Series D Preferred Stock and for the Series F Preferred Stock provide that if the Company issues (subject to certain exceptions) (i) any shares of Common Stock, (ii) any options to purchase Common Stock or (iii) any convertible securities, for a consideration price per share or exercise or conversion price per share, as applicable, less than the exercise price of the respective Series D Warrants, the Series E Warrants or the conversion price of the Series D Preferred Stock and for the Series F Preferred Stock, respectively, in effect immediately prior to such issuance, the exercise price and conversion price shall be reduced accordingly. Such adjustments could result in additional dilution to our stockholders and further depress the market price of our Common Stock.
Reworded paragraphs (6)
Previous wording
We are a commercial-stage biotechnology company that was incorporated in October 2018. Our net loss was $4.2 million for the three months ended March 31, 2026. As of March 31, 2026, we had an accumulated deficit of $135.4 million. We also generated negative operating cash flows of $2.1 million for the three months ended March 31, 2026.
Current wording
We are a commercial-stage biotechnology company that was incorporated in October 2018. Our net loss was $7.1 million for the six months ended June 30, 2026. As of June 30, 2026, we had an accumulated deficit of $138.3 million. We also generated negative operating cash flows of $4.0 million for the six months ended June 30, 2026.
Previous wording
The Company has incurred substantial operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future. 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. In addition, as of May 12, 2026, the Company’s cash balance was approximately $4.1 million, and the Company has approximately $0.02 million of debt due within the next 12 months.
Current wording
The Company has incurred substantial operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future. 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. In addition, as of August 10, 2026, the Company’s cash balance was approximately $5.4 million, and the Company has approximately $0.2 million of debt due within the next 12 months.
Previous wording
Our ability to raise additional funds will depend on financial, economic, and other factors, many of which are beyond our control. We cannot be certain that additional funding will be available on acceptable terms, or at all. We have no committed source of additional capital and if we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may be forced to delay, reduce or terminate our business activities.
Current wording
Our ability to raise additional funds will depend on financial, economic, and other factors, many of which are beyond our control. Subsequent to June 30, 2026, we completed a Series F financing and entered into a new ELOC on July 28, 2026, which provided additional liquidity and access to capital. However, there can be no assurance that these financing arrangements, together with existing cash resources, will be sufficient to fund our operations for the foreseeable future or that additional financing will be available on acceptable terms, if at all. If we are unable to secure adequate funding, we may be forced to delay, reduce, or terminate our business activities.
Previous wording
Our current liabilities are significant, and if those to whom we owe accounts payable, such as Veru or other vendors, were to demand payment, we would be unable to pay.
Current wording
Our current liabilities are significant, and if those to whom we owe accounts payable were to demand payment, we would be unable to pay.
Previous wording
As of March 31, 2026, we had total current liabilities of approximately $3.1 million, including accounts payable of approximately $1.5 million, accrued expenses of approximately $0.3 million, derivative liabilities of $1.0 million, and approximately $0.2 million related to the notes payable. As of the same date, we had cash of only $3.7 million. We plan to seek funding to support our operations. However, the level of our current liabilities may make it more difficult for us to obtain adequate financing on favorable terms, if at all. If those to whom these payments are due were to demand immediate payment, as they are entitled to do, and we are not able to make the required payments, we would be subject to liability if our creditors chose to enforce their rights, which could result in our bankruptcy and insolvency. Under such a scenario, our assets would be distributed to our creditors leaving nothing to be distributed to our stockholders.
Current wording
As of June 30, 2026, we had total current liabilities of approximately $2.9 million, including accounts payable of approximately $1.8 million, accrued expenses of approximately $0.3 million, derivative liabilities of $0.6 million, and approximately $0.2 million related to the notes payable. As of the same date, we had cash of only $5.9 million. We plan to seek funding to support our operations. However, the level of our current liabilities may make it more difficult for us to obtain adequate financing on favorable terms, if at all. If those to whom these payments are due were to demand immediate payment, as they are entitled to do, and we are not able to make the required payments, we would be subject to liability if our creditors chose to enforce their rights, which could result in our bankruptcy and insolvency. Under such a scenario, our assets would be distributed to our creditors leaving nothing to be distributed to our stockholders.
Previous wording
We expect to incur a number of non-recurring costs associated with negotiating and completing the Realbotix Transaction. These fees and costs have been, and will continue to be, substantial and, in many cases, will be borne by us whether or not the Realbotix Transaction is completed. A substantial majority of our non-recurring expenses will consist of transaction costs related to the Realbotix Transactions and include, among others, fees paid to financial, legal, accounting and other advisors. We will continue to assess the magnitude of theses costs, and we may incur additional unanticipated costs. The costs described above and any unanticipated costs and expenses, many of which will be borne by us even if the Realbotix Transaction is not completed, could have an adverse effect on our financial condition and operating results.
Current wording
We expect to incur a number of non-recurring costs associated with negotiating and completing the Realbotix Transaction. These fees and costs have been, and will continue to be, substantial and, in many cases, will be borne by us whether or not the Realbotix Transaction is completed. A substantial majority of our non-recurring expenses will consist of transaction costs related to the Realbotix Transactions and include, among others, fees paid to financial, legal, accounting and other advisors. We will continue to assess the magnitude of these costs, and we may incur additional unanticipated costs. The costs described above and any unanticipated costs and expenses, many of which will be borne by us even if the Realbotix Transaction is not completed, could have an adverse effect on our financial condition and operating results.