On July 15, 2024 Onconetix, Inc. ("Onconetix" or the "Company") (Nasdaq: ONCO), reported the closing of the previously announced exercise of certain existing warrants to purchase 7,458,642 shares of its common stock having exercise prices ranging from $1.09 to $2.546 per share, at a reduced exercise price of $0.15 per share (Press release, Onconetix, JUL 15, 2024, View Source [SID1234644870]). The aggregate gross proceeds from the exercise of the existing warrants were approximately $1.11 million, before deducting placement agent fees and other offering expenses payable by the Company.

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H.C. Wainwright acted as the exclusive placement agent for this transaction.

The Company expects to use the net proceeds from the transaction for working capital and general corporate purposes.

The shares of common stock issued upon exercise of the existing warrants are registered pursuant to an existing registration statement on a Form S-1 (File No. 333-277066), declared effective by the Securities and Exchange Commission (the "SEC") on July 1, 2024.

In consideration for the immediate exercise of the existing warrants for cash, the Company issued new unregistered warrants to purchase up to an aggregate of 22,375,926 shares of common stock in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"). The shares of common stock issuable upon exercise of the new warrants are subject to stockholder approval and the new warrants will become exercisable on the effective date of the stockholder approval. The new warrants have an exercise price of $0.15 per share. One-third of the new warrants have a term of exercise equal to five years from the date of stockholder approval, and the remaining two-thirds have a term of exercise equal to twenty-four months from the date of stockholder approval.

The new warrants offered in the private placement have not been registered under the 1933 Act, or applicable under state

securities laws. Accordingly, the new warrants and shares of common stock issuable upon the exercise of the new warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the 1933 Act and such applicable state securities laws. As part of the offering, the Company has agreed to file a resale registration statement on Form S-3 with the SEC as soon as practicable to register the resale of the shares of common stock issuable upon the exercise of the new warrants issued in the private placement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.