UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41294

Onconetix, Inc.

(Exact name of registrant as specified in its charter)

Delaware		83-2262816
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

201 E. Fifth Street, Suite 1900 Cincinnati, OH		45202
(Address of principal executive offices)		(Zip Code)

(513) 620-4101

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common stock, $0.00001 par value		ONCO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of May 12, 2026, the registrant had 11,464,572 shares of common stock, $0.00001 par value per share, outstanding.

TABLE OF CONTENTS

		Page
Cautionary Note Regarding Forward-Looking Statements		ii

PART I.	FINANCIAL INFORMATION	1
Item 1.	Condensed Consolidated Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	37
Item 4.	Controls and Procedures.	37
PART II.	OTHER INFORMATION	39
Item 1.	Legal Proceedings.	39
Item 1A.	Risk Factors.	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	44
Item 3.	Defaults Upon Senior Securities.	44
Item 4.	Mine Safety Disclosures.	44
Item 5.	Other Information.	44
Item 6.	Exhibits.	45
	Signatures	46

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Readers are cautioned that known and unknown risks, uncertainties and other factors, including those over which we may have no control and others listed in the “Risk Factors” section of this Report, may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future, although not all forward-looking statements contain these words. These statements relate to future events or our future financial performance or condition and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance, or achievement to differ materially from those expressed or implied by these forward-looking statements. These forward-looking statements include, but are not limited to, statements about:

●

our projected financial position and estimated cash burn rate;

●

our estimates regarding expenses, future revenues and capital requirements;

●

our ability to continue as a going concern;

●

our need to raise substantial additional capital to fund our operations and repay indebtness;

●

our ability to commercialize or monetize Proclarix and integrate the assets and commercial operations acquired in the share exchange with Proteomedix AG (“Proteomedix”);

●

our reliance on third parties, including Laboratory Corporation of America (“LabCorp”), to develop, market, distribute and sell Proclarix;

●

the successful development of our commercialization capabilities, including sales and marketing capabilities;

●

our ability to consummate the transaction on a timely basis as contemplated by the Share Exchange Agreement with Realbotix, LLC (“Realbotix” and the “Share Exchange Agreement” and the transactions contemplated therein, the “Realbotix Transaction”) and the anticipated benefits of the Realbotix Transaction;

●

our ability to maintain the necessary regulatory approvals to market and commercialize our product;

●

the results of market research conducted by us or others;

●

our ability to obtain and maintain intellectual property protection for our current product;

●

our ability to protect our intellectual property rights and the potential for us to incur substantial costs from lawsuits to enforce or protect our intellectual property rights;

●

the possibility that a third party may claim we or our third-party licensors have infringed, misappropriated, or otherwise violated their intellectual property rights and that we may incur substantial costs and be required to devote substantial time defending against claims against us;

●

our reliance on third parties, including manufacturers and logistics companies;

●

the success of competing therapies or diagnostics and products that are or become available;

●

our ability to successfully compete against current and future competitors;

●

our ability to expand our organization to accommodate potential growth and our ability to attract, motivate and retain key personnel;

●

the potential for us to incur substantial costs resulting from product liability lawsuits against us and the potential for these product liability lawsuits to cause us to limit our commercialization of our product;

●

market acceptance of our product, the size and growth of the potential markets for our current product, and our ability to serve those markets; and

●

disruptions in the business of Onconetix or Proteomedix, which could have an adverse effect on their respective businesses and financial results.

These forward-looking statements involve numerous risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results of operations or the results of other matters that we anticipate herein could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other sections in this Report. You should thoroughly read this Report and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all our forward-looking statements by these cautionary statements.

The forward-looking statements made in this Report relate only to events or information as of the date on which the statements are made in this Report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this Report and the documents that we refer to in this Report and have filed as exhibits to this Report, completely and with the understanding that our actual future results may be materially different from what we expect.

 iii

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ONCONETIX, INC.
Condensed Consolidated Balance Sheets

	March 31,			December 31,
	2026			2025
	(Unaudited)
ASSETS
Current assets
Cash	$	3,716,072		$	5,220,654
Accounts receivable, net		43,725			296,866
Inventories		137,642			149,961
Investor receivable		—			50,000
Prepaid expenses and other current assets		431,915			349,293
Total current assets		4,329,354			6,066,774

Property and equipment, net		31,533			37,085
Deferred offering costs		225,000			225,000
Operating right of use asset		42,726			48,774
Goodwill		10,203,473			18,549,005
Total assets	$	14,832,086		$	24,926,638

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,532,885		$	1,757,695
Accrued expenses		279,121			341,881
Notes payable		247,196			—
Operating lease liability, current		24,415			24,412
Contingent warrant liabilities		24,978			26,590
Derivative liabilities		956,979			6,985,347
Total current liabilities		3,065,574			9,135,925

Operating lease liability, net of current portion		18,311			24,362
Total liabilities	$	3,083,885			9,160,287

Commitments and Contingencies

Series C Redeemable Preferred Stock, $0.00001 par value, 10,000 shares authorized, 7 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		1,724			1,724

Stockholders’ equity
Common stock, $0.00001 par value, 250,000,000 shares authorized at March 31, 2026 and December 31, 2025; 2,755,184 and 312,028 shares issued at March 31, 2026 and December 31, 2025, respectively; 2,755,154 and 311,998 shares outstanding at March 31, 2026 and December 31, 2025, respectively		27			3
Series D Preferred Stock, $0.00001 par value, 32,000 shares authorized at March 31, 2026 and December 31, 2025; 9,952 and 16,325 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively.		—			—
Series E Preferred Stock, $0.00001 par value, 10,000 shares authorized at March 31, 2026 and December 31, 2025; 7,581 and 7,813 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively.		—			—
Additional paid-in capital		148,242,874			147,836,001
Treasury stock, at cost; 30 shares of common stock at March 31, 2026 and December 31, 2025		(625,791	)		(625,791	)
Accumulated deficit		(135,429,433	)		(131,214,558	)
Accumulated other comprehensive loss		(441,200	)		(231,028	)
Total stockholders’ equity		11,746,477			15,764,627
Total liabilities, convertible preferred stock, and stockholders’ equity	$	14,832,086		$	24,926,638

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ONCONETIX, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	For the three months ended
	March 31, 2026			March 31, 2025

Revenue	$	21,457		$	101,630
Cost of revenue		23,112			55,798
Gross profit		(1,655	)		45,832

Operating expenses
Selling, general, and administrative		2,039,328			1,674,206
Research and development		50,818			24,455
Impairment of goodwill		8,134,000			10,918,000
Total operating expenses		10,224,146			12,616,661
Loss from operations		(10,225,801	)		(12,570,829	)

Other (expense) income
Interest expense		(2,244	)		(223,592	)
Change in fair value of subscription agreement liability – related party		—			3,319,000
Change in fair value of contingent warrant liabilities		1,612			(9,795	)
Change in fair value of Series D Derivative Liability		3,955,778			—
Change in fair value of Series E Derivative Liability		2,072,590			—
Gain on forgiveness of accounts payable		—			944,694
Other income (loss)		(16,810	)		(5,363	)
Total other income (loss)		6,010,926			4,024,944
Loss before income taxes		(4,214,875	)		(8,545,885	)
Income tax benefit		—			—
Net loss	$	(4,214,875	)	$	(8,545,885	)
Deemed dividend Series C preferred stock		—			(1,170,091	)
Net loss applicable to common stockholders		(4,214,875	)		(9,715,976	)

Net loss per share, basic and diluted	$	(6.71	)	$	(227.25	)

Weighted average number of common shares outstanding, basic and diluted		628,528			42,755

Other comprehensive income (loss)
Net loss	$	(4,214,875	)	$	(8,545,885	)
Foreign currency translation		(210,172	)		141,048
Change in pension benefit obligation		—			(30,779	)
Total comprehensive loss	$	(4,425,047	)	$	(8,435,616	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ONCONETIX, INC.

Condensed Consolidated Statements of Convertible Preferred Stock and

Stockholders’ Equity (Deficit)
(Unaudited)

	Series A Preferred Stock				Common Stock				Additional Paid-in		Treasury Stock						Accumulated			Accumulated Other Comprehensive			Due from			Total Onconetix Equity			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital		Shares			Amount			Deficit			Income			Shareholders			(Deficit)			(Deficit)
Balance at December 31, 2024		-	$	-		27,684	$	—	$	127,825,744		(30	)	$	(625,791	)	$	(115,683,621	)	$	(2,723,397	)		(250,308	)	$	8,542,627		$	8,542,627
Issuance of common stock in connection with the ELOC		—		—		58,838		1		4,776,308		—			—			—			—			250,308			5,026,617			5,026,617
Stock-based compensation expense		—		—		—		—		29,256		—			—			—			—			—			29,256			29,256
Redemption of Series C Preferred Stock		—		—		—		—		—		—			—			(1,170,091	)		—			—			(1,170,091	)		(1,170,091	)
Foreign currency translation adjustment		—		—		—		—		—		—			—			—

SEC Form 10-Q filed by Onconetix Inc.