Onconetix, Inc. Announces $30.25M PIPE and Committed Equity Facility

What Happened

• On July 28–29, 2026, Onconetix, Inc. (ONCO) announced a private investment in public equity (PIPE) financing and a separate committed equity facility. The Company agreed to sell 37,812 shares of newly authorized Series F convertible preferred stock for $30,249,600 to an accredited PIPE investor. Concurrently, Onconetix entered a Common Stock Purchase Agreement (an “ELOC”) with an accredited investor giving the Company the right to sell up to the lesser of $750 million or 19.99% of its outstanding common stock (subject to Nasdaq limits). The ELOC commitment included a $30,000,000 fee that the ELOC investor agreed to apply toward its purchase of the Series F preferred.

Key Details

• PIPE size and securities: 37,812 shares of Series F preferred for $30,249,600; Series F has a stated value of $1,000 per share and ranks senior to common but pari passu with Series C–E preferred.
• Conversion terms: initial conversion price of $0.9767 per common share (subject to anti-dilution and other adjustments); beneficial ownership conversion cap of 4.99% (adjustable up to 9.99% with notice).
• Protective/default features: Triggering Events can enable alternate conversion rights; Default Dividends accrue at 15.0% per annum after a Triggering Event until cured; redemption right for the Company at 125% of the greater of the applicable Conversion Amount or a market-based value.
• Registration rights: Company must file a resale registration within 45 days and use best efforts to have it effective within 90 days (120 days if SEC review); missed deadlines can trigger cash payments equal to 1% of the holder’s purchase price every 30 days until cured.

Why It Matters

• The PIPE provides immediate capital of about $30.25M and the ELOC gives Onconetix a flexible, potentially large source of future equity financing (up to $750M subject to limits). For investors, the PIPE shares carry conversion rights that could dilute common stock if converted, but include ownership caps and reserve requirements (Company must reserve 150% of shares required for conversion at the floor price). The registration rights reduce resale risk for the investors but impose timing obligations on the Company, with monetary penalties for delays. Overall, these deals materially affect Onconetix’s capital structure and the potential supply of common shares available for resale.