Onconetix Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
August 12, 2025 (
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Item 1.01. Entry Into a Material Definitive Agreement
Keystone Capital LLC Promissory Note
On August 6, 2025, Onconetix, Inc. (the “Company”) issued a promissory note (the “Keystone Note”) to Keystone Capital Partners, LLC (“Keystone”) with original issue discount of $17,647.06, in an aggregate principal amount of $117,647.06. The note is due and payable upon the earlier of (i) the Company’s receipt of sufficient proceeds from its equity line of credit with Keystone (the “ELOC”) and (ii) March 6, 2026, subject to mandatory prepayment in the event that the Company raises sufficient additional capital through other securities offerings. The note is subordinate to the Company’s existing debt obligations to Veru Inc. (“Veru”). The note does not initially bear interest, however, any amounts due under the note which are not paid when due shall incur a late charge of 15% per annum until such amount is paid in full.
The above descriptions of the Keystone Note is qualified in its entirety by the text of the Keystone Note and a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Amended and Restated Veru Inc.
As previously reported on a Current Report on Form 8-K filed on April 20, 2023 (the “April 2023 8-K”), on April 19, 2023, the Company entered into an asset purchase agreement with Veru (the “Veru APA”). Pursuant to, and subject to the terms and conditions of, the Veru APA, the Company purchased substantially all of the assets related to Veru’s ENTADFI business, in a transaction that closed in April 2023. Pursuant to the terms of the Veru APA, the Company agreed to provide Veru with initial consideration totaling $20.0 million, including (i) $4.0 million in the form of a non-interest bearing note payable due on September 30, 2023, and (iii) $10.0 million in the form of two equal (i.e. each for $5.0 million) non-interest bearing notes payable, each due on April 19, 2024 (the “April Veru Note”) and September 30, 2024 (the “September Veru Note” and together with the April Veru Note, the “Veru Notes”).
As previously reported on a Current Report on Form 8-K filed on April 26, 2024 (the “April 2024 8-K”), on April 26, 2024, the Company entered into a forbearance agreement with Veru (the “Original Forbearance Agreement”) due to the Company’s failure to repay the principal balance on the April Veru Note. Pursuant to the Original Forbearance Agreement, among other things, Veru agreed to forbear from exercising its rights and remedies under the April Veru Note as a result of this default until March 31, 2025.
As previously reported on a Current Report on Form 8-K filed on September 20, 2024 (the “September 2024 8-K”), on September 19, 2024, the Company entered into an Amended and Restated Forbearance Agreement with Veru (the “A&R Forbearance Agreement”), which amended and restated the Original Forbearance Agreement in its entirety. Pursuant to the A&R Forbearance Agreement, Veru agreed to forbear from exercising its rights and remedies under the Veru Notes. The A&R Forbearance Agreement, among other things, extended the due date for the Veru Notes until the earlier to occur of (i) June 30, 2025 or (ii) the occurrence of any Event of Default (as such term is defined in the Veru Notes). The A&R Forbearance Agreement also effected certain modifications to the payment terms in the Original Forbearance Agreement and amended certain terms of the September Veru Note.
As previously reported on a Current Report on Form 8-K on December 3, 2024 (the “December 2024 8-K”), on November 26, 2024, the Company entered into a second Amended and Restated Forbearance Agreement with Veru (the “Second A&R Forbearance Agreement”), which amended and restated certain terms of the A&R Forbearance Agreement. Pursuant to the Second A&R Forbearance Agreement, Veru agreed to waive the due date for payment of applicable Cash Receipt Payments (as such term is defined in the Second A&R Forbearance Agreement) generated in October 2024 until the Company receives funds of at least $97,000 pursuant to the ELOC. In exchange, the Company agreed to increase its payments to be made to Veru out of future financing and strategic transactions through June 30, 2025, from 20% to 25% of net proceeds generated from such transactions. All other terms of the A&R Forbearance Agreement with Veru remained the same.
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Subsequent to the November 2024 A&R Forbearance Agreement, the Company and Veru had entered into the following waivers agreements where Veru had waived and extended the date for payment for the Veru Notes:
| ● | On March 31, 2025, Veru and the Company entered into a waiver agreement, pursuant to which Veru agreed to waive and extend the date for payment of the April Veru Note to April 14, 2025; |
| ● | On April 23, 2025, Veru and the Company entered into a limited waiver agreement, pursuant to which Veru agreed to waive and extend the date for payment of the April Veru Note to June 30, 2025; |
| ● | On June 30, 2025, Veru and the Company entered into a waiver agreement, pursuant to which Veru agreed to waive and extend the date for payment Veru Notes to July 31, 2025; and |
| ● | On July 31, 2025, Veru and the Company entered into a waiver agreement, pursuant to which Veru agreed to waive and extend the date for payment of the Veru Notes to August 14, 2025. |
On August 7, 2025, Veru and the Company agreed to amend and restate the September Veru Note (as amended and restated, the “A&R September Veru Note”). Pursuant to the A&R September Veru Note, the principal amount owed to Veru was increased by $100,000 to an aggregate principal amount of $5.1 million, and the maturity date was amended to August 14, 2025. All other terms of the September Veru Note remained the same.
The above description of the A&R September Veru Note is qualified in its entirety by the text of the A&R September Veru Note, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein. For more information about the terms of the Veru Notes, the Original Forbearance Agreement, the A&R Forbearance Agreement and the Second A&R Forbearance Agreement, please see the April 2023 8-K, the April 2024 8-K, the September 2024 8-K and the December 2024 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 10, 2025, Ajit Singh resigned as a member of the Board of Directors of the Company.
The Company believes that there are no matters requiring disclosure under Item 5.02(a)(iii) of Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed or furnished, as applicable, with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | Promissory Note, dated August 6, 2025, by and between Keystone Capital Partners, LLC and the Company | |
| 10.2 | Amended and Restated Promissory Note, dated August 7, 2025, by and between Veru, Inc. and the Company | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Onconetix, Inc. | ||
| August 12, 2025 | By: | /s/ Karina M. Fedasz |
| Name: | Karina M. Fedasz | |
| Title: | Interim Chief Executive Officer and Interim Chief Financial Officer | |
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