IPOs & Offerings
Onconetix files S-1 for resale registration of 100,000,000 common shares
The proposed registration covers shares issuable upon conversion of Series F preferred stock. Onconetix is not selling securities through the prospectus and would not receive proceeds from selling-stockholder resales.
By Carter Hayes ·
Key takeaways
- Onconetix filed a Form S-1 registration statement covering resale of up to 100,000,000 common shares by selling stockholders.
- The registered shares are issuable upon conversion of Series F preferred stock from a private placement that closed on July 29, 2026.
- Conversion restrictions mean the company could currently issue 789,426 common shares upon conversion of the Series F preferred stock.
- The company stated that it is not selling securities under the prospectus and would not receive proceeds from sales by selling stockholders.
Resale registration tied to Series F preferred stock
Onconetix filed the registration statement with the Securities and Exchange Commission on August 11, 2026. The prospectus relates to resale by selling stockholders of up to 100,000,000 shares of common stock.
The registered common shares are issuable upon conversion of a portion of the company’s Series F preferred stock. That preferred stock was issued in a private placement that closed on July 29, 2026, with an aggregate purchase price of $30,249,600.
The company said it is not selling securities under the prospectus. It also said it would not receive proceeds from sales of common stock by the selling stockholders.
Limits apply to conversions
The filing states that the Series F preferred stock has an initial conversion price of $0.9767 per common share, subject to adjustments under its certificate of designations.
The prospectus says that Nasdaq-related and beneficial-ownership limitations apply to conversions. As a result of those conversion limitations, Onconetix stated that it could currently issue 789,426 common shares upon conversion of the Series F preferred stock.
Onconetix said it intends to seek stockholder approval to permit additional common-share issuances upon conversion of the remaining Series F preferred stock in accordance with the applicable Nasdaq rule.
July equity line had not been accessed
The filing also describes a July 2026 common-stock purchase agreement with the PIPE investor. Under that arrangement, the investor committed to purchase up to the lesser of $750,000,000 of common stock or 789,426 common shares, subject to stated terms, conditions and limitations.
As of the prospectus date, Onconetix had not filed a registration statement for shares issuable to the PIPE investor under that agreement. The company said it had not accessed the line of credit and that no shares had been issued or sold under it.