8-K
filed December 21, 2023, 6:59 PM ET
ticker ONCO
CIK 0001782107
M&A
confidence high
sentiment neutral
materiality 1.00
Onconetix acquires Proteomedix AG in $75M share exchange; pre-closing holders diluted to 5.4%
Onconetix, Inc.
- Exchange consideration: 4,083,779 common shares plus 2,692,633 Series B convertible preferred (convertible into 269,263,300 common).
- Post-closing ownership: Sellers 79.8%, new Investor 5.9%, pre-closing Onconetix stockholders 5.4%.
- Series B convertible preferred auto-converts on stockholder approval; cash settlement if approval not obtained by Jan 1, 2025.
- Lock-up on Exchange Shares and Conversion Shares for 6 months after stockholder approval.
- Post-approval board: 5 directors – 3 designated by Proteomedix, 2 by Onconetix.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christian Brühlmann was appointed as Chief Strategy Officer at Onconetix, Inc..
- Action
- appointed
- Role
- Chief Strategy Officer
Exact text from the filing
On December 15, 2023, Onconetix appointed Christian Brühlmann, 47, as Chief Strategy Officer of Onconetix, effective immediately
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ralph Schiess was appointed as Chief Science Officer at Onconetix, Inc..
- Action
- appointed
- Role
- Chief Science Officer
Exact text from the filing
On December 15, 2023, Onconetix appointed Ralph Schiess, 45, as Chief Science Officer of Onconetix, effective immediately
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Onconetix, Inc.: Amended bylaws to reflect the name change to Onconetix, Inc (effective 2023-12-15).
- Change
- bylaw amendment
- Effective
- 2023-12-15
Exact text from the filing
On December 1, 2023, the Board approved the Name Change and an amendment to the Company’s bylaws to reflect the Name Change, effective as of the Closing Date on December 15, 2023. No other changes were made to the bylaws.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Onconetix, Inc.: Amended articles of incorporation to change company name from Blue Water Biotech, Inc. to Onconetix, Inc (effective 2023-12-15).
- Change
- charter amendment
- Effective
- 2023-12-15
Exact text from the filing
On December 15, 2023, Onconetix filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Delaware Secretary of State (the “ Amendment ”). The Amendment changed the name of Onconetix from “Blue Water Biotech, Inc.” to “Onconetix, Inc.,” effective immediately (the “ Name Change ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Onconetix, Inc. entered into Share Exchange Agreement with Proteomedix AG, the Sellers, and the Sellers’ Representative valued at $75,000,000 (effective 2023-12-15).
- Action
- entry
- Agreement
- merger
- Counterparty
- Proteomedix AG, the Sellers, and the Sellers’ Representative
- Value
- $75,000,000
- Effective
- 2023-12-15
Exact text from the filing
On December 15, 2023, Onconetix, Inc, a Delaware corporation f/k/a Blue Water Biotech, Inc. (“ Onconetix ” or the “ Buyer ”), entered into a Share Exchange Agreement (the “ Share Exchange Agreement ”), by and among (i) Onconetix, (ii) Proteomedix AG, a Swiss Company (“ Proteomedix ” or the “ Company ”), (iii) each of the holders of outstanding capital stock or Company Convertible Securities (other than Company Stock Options) named therein (collectively, the “ Sellers ”) and (iv) Thomas Meier, in the capacity as the representative of Sellers in accordance with the terms and conditions of the Share Exchange Agreement (the “ Sellers’ Representative ”).
View on SEC.gov
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