As filed with the Securities and Exchange Commission on February 14, 2024

Registration No. 333-[_]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________

Onconetix, Inc.
(Exact Name of Registrant as Specified in its Charter)

_____________________

Delaware		2834		83-2262816
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

201 E. Fifth Street, Suite 1900
Cincinnati, Ohio 45202
Telephone: (513) 620-4101
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

_____________________

Bruce Harmon
Chief Financial Officer
201 E. Fifth Street, Suite 1900
Cincinnati, Ohio 45202
Telephone: (513) 620-4101
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

_____________________

with copies to:

Barry I. Grossman, Esq.
Jessica Yuan, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Phone: (212) 370-1300
Fax: (212) 370-7889

_____________________

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

		Page
ABOUT THIS PROSPECTUS		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iii
ABOUT THE COMPANY
RISK FACTORS		14
USE OF PROCEEDS		21
DETERMINATION OF OFFERING PRICE		22
DESCRIPTION OF CAPITAL STOCK		23
SELLING STOCKHOLDERS		28
PLAN OF DISTRIBUTION		29
BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS
EXPERTS		31
LEGAL MATTERS		31
WHERE YOU CAN FIND MORE INFORMATION		31
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		32

Common Stock outstanding prior to this offering		22,324,576 shares.
Shares of Common Stock offered by the Selling Stockholders		5,121,601 shares of Common Stock consisting of 5,121,601 Inducement PIO Shares.
Common Stock to be outstanding after this offering		27,446,177 shares (assuming the exercise of the PIOs)
Use of proceeds		We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the shares of Common Stock covered hereby by the Selling Stockholders.
Terms of this offering		The Selling Stockholders, including their transferees, donees, pledgees, assignees and successors-in-interest, may sell, transfer or otherwise dispose of any or all of the shares of Common Stock offered by this prospectus from time to time on The Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. The shares of Common Stock may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices.
Nasdaq symbol		Our Common Stock is listed on The Nasdaq Capital Market under the symbol “ONCO.”
Risk Factors		Investing in our securities involves significant risks. Before making a decision whether to invest in our securities, please read the information contained in or incorporated by reference under the heading “Risk Factors” in this prospectus, the documents we have incorporated by reference herein and under similar headings in other documents filed after the date hereof and incorporated by reference into this prospectus. See “Incorporation of Certain Information by Reference” and “Where You Can Find More Information.”

Name of Selling Shareholder	Number of shares of Common Stock Beneficially Owned Prior to Offering		Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus	Number of shares of Common Stock Beneficially Owned After Offering	Percentage of shares of Common Stock Beneficially Owned After Offering(1)
Armistice Capital, LLC(2)	4,972,428	(3)	4,972,428	—	0	%
Michael Vasinkevich	95,657	(4)	95,657	—	0	%
Noam Rubinstein	46,989	(5)	46,989	—	0	%
Craig Schwave	5,035	(6)	5,035	—	0	%
Charles Worthman	1,492	(7)	1,492	—	0	%

SEC registration fee	$	128.51
Accounting services		45,000
Miscellaneous		5,000	*
Total	$	50,128.51

Exhibit No.		Description
2.1		Share Exchange Agreement, dated December 15, 2023, by and among the Company, Proteomedix, Thomas Meier and the Sellers.(21)
3.1		Amended and Restated Certificate of Incorporation filed with Delaware Secretary of State on February 23, 2022.(3)
3.2		Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation(11)
3.3		Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation.(21)
3.4		Fourth Amended and Restated Bylaws of the Company.(21)
4.1		Specimen Common Stock Certificate.(1)
4.2		Description of Registered Securities(8)
4.3		Certificate of Designation of Series A Preferred Stock.(19)
4.4		Certificate of Designation of Series B Convertible Preferred Stock.(21)
5.1		Opinion of Ellenoff Grossman & Schole LLP.*
10.1		2019 Equity Incentive Plan.(1)
10.2		2022 Equity Incentive Plan.(10)
10.3		2019 Equity Incentive Plan Form of Stock Option Grant Agreement.(1)
10.4		2022 Equity Incentive Plan Form of Incentive Stock Option Agreement (Employee).(1)
10.5		2022 Equity Incentive Plan Form of Nonstatutory Stock Option Agreement (Consultant).(1)
10.6		2022 Equity Incentive Plan Form of Nonstatutory Stock Option Agreement (Non-Employee Director).(1)
10.7		2022 Equity Incentive Plan Form of Nonstatutory Stock Option Agreement (Employee).(1)
10.8		Exclusive License Agreement between the Registrant and Children’s Hospital Medical Center, d/b/a Cincinnati Children’s Hospital Medical Center, effective as of June 1, 2021.(2)
10.9		License Agreement between the Registrant and Oxford University Innovation Limited, effective as of July 16, 2019.(2)
10.10		Exclusive License Agreement between the Registrant and St. Jude Children’s Research Hospital, Inc., effective as of January 27, 2020.(2)
10.11		Lease Agreement, dated as of April 29, 2021, between the Registrant and Regus Management Group, LLC.(1)
10.12		Master Services Agreement between the Registrant and Ology Bioservices, Inc., effective as of July 19, 2019.(1)
10.13		Project Addendum 1 to Master Services Agreement between the Registrant and Ology Bioservices, Inc., effective as of October 9, 2019.(1)
10.14		Letter Agreement between the Registrant and Ology Bioservices, Inc., dated as of January 9, 2020.(1)
10.15		Project Addendum II to Master Services Agreement between the Registrant and Ology Bioservices, Inc., effective as of May 21, 2021.(1)
10.16		Form of Employment Agreement with Joseph Hernandez.(1)
10.17		Form of Employment Agreement with Erin Henderson.(1)
10.18		Form of Employment Agreement with Jon Garfield.(1)
10.19		Form of Employment Agreement with Neil Campbell.(15)
10.20		Form of Employment Agreement with Bruce Harmon.(15)
10.21		Form of Indemnification Agreement for Directors and Officers.(15)
10.22		Form of Securities Purchase Agreement, dated as of April 13, 2022, by and among the Company and the Purchasers.(5)
10.23		Form of Registration Rights Agreement, dated as of April 13, 2022, by and among the Company and the Purchasers.(5)
10.24		Form of Securities Purchase Agreement, dated as of August 9, 2022, by and among the Company and the Purchasers.(6)
10.25		Form of Registration Rights Agreement, dated as of August 9, 2022, by and among the Company and the Purchasers.(6)

Exhibit No.		Description
10.26		Settlement Agreement and Release, dated October 9, 2022, by and between the Registrant and Boustead Securities, LLC.(8)
10.27		Amendment No. 1 to Project Addendum 2 to Master Services Agreement, dated as of April 20, 2022, by and between the Registrant and Ology Bioservices, Inc.(9)
10.28		Amendment #1 to Exclusive License Agreement, dated as of May 11, 2022, by and between the Registrant and St. Jude Children’s Research Hospital, Inc.(9)
10.29		Patent & Technology License Agreement, dated November 18, 2022, between the Company and the University of Texas Health Science Center at San Antonio.(14)
10.30		Co-Development Agreement, dated February 1, 2023, between the Company and AbVacc, Inc.(14)
10.31		At-the-Market Offering Agreement, dated March 29, 2023, between the Company and H.C. Wainwright & Co., LLC.(12)
10.32		Asset Purchase Agreement, dated April 19, 2023, between the Company and Veru Inc.(13)†
10.33		Amendment to Asset Purchase Agreement, dated April 19, 2023, between the Company and Veru Inc.(13)
10.34		Form of Non-Competition and Non-Solicitation Agreement, dated April 19, 2023.(13)
10.35		Asset Purchase Agreement, dated June 13, 2023, by and among WraSer, Xspire, and the Company.(16)
10.36		Management Services Agreement, dated June 13, 2023, by and among WraSer, Xspire and the Company.(16)
10.37		Form of Amendment, dated October 5, 2023, to Asset Purchase Agreement, dated June 13, 2023, by and among WraSer, Xspire, Legacy-Xspire Holdings, LLC, and the Company.(17)
10.38		Exclusive Distribution Agreement, dated September 20, 2023, between the Company and Cardinal Health 105, LLC.(20)†
10.39		Form of Lock-Up Agreement, dated December 15, 2023, by and among the Company and certain stockholders of Proteomedix.(21)
10.40		Form of Non-Competition and Non-Solicitation Agreement, dated December 15, 2023, by and among the Company and certain stockholders of Proteomedix.(21)
10.41		Form of Stockholder Support Agreement, dated December 15, 2023, by and among the Company, Proteomedix, and certain stockholders of Proteomedix.(21)
10.42		Form of Subscription Agreement, dated December 15, 2023, by and among the Company, Proteomedix, and the Investor.(21)
10.43		Separation Agreement, dated January 17, 2024, between the Company and Erin Henderson.(22)
10.44		Consulting Agreement, dated January 17, 2024, between the Company and The Aetos Group.(22)
10.45		Debenture, dated January 23, 2024 issued to the Investor.(23)
10.46		Consulting Agreement, dated January 4, 2024, by and between the Company and Thomas Meier.(24)
23.1		Consent of Mayer Hoffman McCann P.C.*
23.2		Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1).*
24.1		Power of Attorney (included on signature page to this Registration Statement).*
107		Filing fee table.*
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Schema Linkbase Document
101.CAL		XBRL Taxonomy Calculation Linkbase Document
101.DEF		XBRL Taxonomy Definition Linkbase Document
101.LAB		XBRL Taxonomy Labels Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document

		ONCONETIX, INC.
		By:		/s/ Bruce Harmon
		Name:		Bruce Harmon
		Title:		Chief Financial Officer

Signature	Title	Date
/s/ Ralph Schiess	Interim Chief Executive Officer	February 14, 2024
Ralph Schiess	(Principal Executive Officer)
/s/ Bruce Harmon	Chief Financial Officer	February 14, 2024
Bruce Harmon	(Principal Financial and Accounting Officer)
/s/ James Sapirstein	Chairman of the Board and Director	February 14, 2024
James Sapirstein
/s/ Thomas Meier	Director	February 14, 2024
Thomas Meier
/s/ Timothy Ramdeen	Director	February 14, 2024
Timothy Ramdeen
/s/ Ajit Singh	Director	February 14, 2024
Ajit Singh
/s/ Simon Tarsh	Director	February 14, 2024
Simon Tarsh

SEC Form S-1 filed by Blue Water Biotech Inc.