Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 3)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2023

Onconetix, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41294		83-2262816
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

201 E. Fifth Street, Suite 1900

Cincinnati, Ohio

45202

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (513) 620-4101

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.00001 per share		ONCO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On December 21, 2023, Onconetix, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission in connection with the Company’s acquisition of Proteomedix AG (“Proteomedix”), which Original Form 8-K was amended on December 27, 2023 and February 27, 2024 to, among other things, include the historical audited and interim financial statements of Proteomedix required by Item 9.01(a) of Form 8-K (the “Proteomedix Financial Statements”) and the pro forma combined financial information required by Item 9.01(b) of Form 8-K that were not included in the Original Form 8-K (together with the Proteomedix Financial Statements, the “Proteomedix Financial Information”) in reliance on the instructions to such item. This Amendment No. 3 on Form 8-K/A further amends the Original Form 8-K to add as an exhibit required by Item 9.01(d) a consent from BDO AG, Proteomedix’s independent registered public accounting firm (“BDO”) to incorporate by reference BDO’s audit report included in the Proteomedix Financial Information into certain of the Company’s registration statements. Except as described above, all other information in the Original Form 8-K remains unchanged.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

23.1		Consent of BDO AG.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Onconetix, Inc.

Date: March 12, 2024	By:	/s/ Bruce Harmon
		Bruce Harmon
		Chief Financial Officer

Exhibit 23.1

Phone +41 44 444 35 55
Fax +41 44 444 35 35
www.bdo.ch

BDO Ltd
Schiffbaustrasse 2
8031 Zurich

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in Onconetix, Inc.’s (i) Registration Statements on Form S-8 (Nos. 333-268357, 333-265843 and 333-276824), (ii) Registration Statement on Form S-3 (No. 333-270383, 333-267142 and 333-264646) and (iii) Registration Statements on Form S-1(333-264646, 333-267142 and 333-277066), of our report dated February 14, 2024, relating to the financial statements of Proteomedix AG appearing in the Onconetix Inc. Proxy Statement for the year ended December 31, 2022 and 2021. Our report contains an explanatory paragraph regarding the Proteomedix AG’s ability to continue as a going concern.

/s/ Christoph Tschumi

/s/ Marc Furlato

BDO AG

Zurich, Switzerland

March 12, 2024

BDO Ltd, a limited company under Swiss law, incorporated in Zurich, forms part of the international BDO Network of independent member firms.

Cover	Dec. 15, 2023
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	On December 21, 2023, Onconetix, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission in connection with the Company’s acquisition of Proteomedix AG (“Proteomedix”), which Original Form 8-K was amended on December 27, 2023 and February 27, 2024 to, among other things, include the historical audited and interim financial statements of Proteomedix required by Item 9.01(a) of Form 8-K (the “Proteomedix Financial Statements”) and the pro forma combined financial information required by Item 9.01(b) of Form 8-K that were not included in the Original Form 8-K (together with the Proteomedix Financial Statements, the “Proteomedix Financial Information”) in reliance on the instructions to such item. This Amendment No. 3 on Form 8-K/A further amends the Original Form 8-K to add as an exhibit required by Item 9.01(d) a consent from BDO AG, Proteomedix’s independent registered public accounting firm (“BDO”) to incorporate by reference BDO’s audit report included in the Proteomedix Financial Information into certain of the Company’s registration statements. Except as described above, all other information in the Original Form 8-K remains unchanged.
Document Period End Date	Dec. 15, 2023
Entity File Number	001-41294
Entity Registrant Name	Onconetix, Inc.
Entity Central Index Key	0001782107
Entity Tax Identification Number	83-2262816
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	201 E. Fifth Street
Entity Address, Address Line Two	Suite 1900
Entity Address, City or Town	Cincinnati
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45202
City Area Code	513
Local Phone Number	620-4101
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Trading Symbol	ONCO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false