Onconetix, Inc. 8-K

What Happened
On February 3, 2026, Onconetix, Inc. announced that its stockholders approved an amendment to the company’s Amended and Restated Certificate of Incorporation to allow a reverse stock split of its common stock at a ratio to be set by the Board between 1-for-2 and 1-for-50. The vote took place at a special meeting of stockholders; there were 1,555,015 shares outstanding as of the record date, December 12, 2025. Stockholders also approved a proposal to allow the meeting to be adjourned if additional votes were needed.

Key Details

• Special meeting held: February 3, 2026; record date: December 12, 2025 (1,555,015 shares outstanding).
• Reverse Stock Split vote: For 562,803; Against 123,144; Abstentions 986.
• Adjournment vote: For 567,357; Against 118,604; Abstentions 972.
• The Board may implement a reverse split at any ratio between 1-for-2 and 1-for-50 at any time within one year of the special meeting, without further stockholder approval.

Why It Matters
The approval gives Onconetix’s Board flexibility to combine outstanding shares into fewer shares, which typically increases the company’s per‑share price and reduces the share count. That flexibility can be used for corporate or listing considerations (for example, to meet stock exchange minimum price requirements) or other strategic reasons. Investors should note that the Board has not set a specific ratio yet; any future reverse split, if implemented, will change share counts and the per‑share price but will not change each holder’s proportional ownership aside from effects of fractional share treatment.