Onconetix, Inc.

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

UNITED STATES

**SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

201 E. Fifth Street, Suite 1900

Cincinnati, OH 45202

To the Stockholders of Onconetix, Inc.:

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

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

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

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

Very truly yours,

/s/ David A. White

David A. White

Chief Executive Officer

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

201 E. Fifth Street, Suite 1900

Cincinnati, OH 45202

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 10, 2026

TO THE STOCKHOLDERS OF ONCONETIX, INC.:

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

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

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

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

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

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

By Order of the Board,

/s/ David A. White

David A. White

Chief Executive Officer

Onconetix, Inc.

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

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

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