Onconetix issues $75M in stock for Proteomedix; prior holders diluted to 5.4%

Onconetix, Inc.

Onconetix issued 3,675,414 common shares (19.9% of outstanding) and 2,696,729 Series B convertible shares (convertible into 269,672,900 common) for Proteomedix.
Aggregate consideration valued at ~$75M; Tungsten Advisors received $7.5M in Exchange Shares as compensation.
Post-closing common outstanding: 22,061,746; after conversion, pre-closing stockholders will own ~5.4%.
Lock-up of 6 months after stockholder approval; Series B converts automatically or cash settles by Jan 1, 2025.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Onconetix, Inc. entered into Share Exchange Agreement with Proteomedix AG valued at Aggregate value of Exchange Shares at Closing approximately $75,000,000; Onconetix issued 3,675,414 (effective 2023-12-15).

Action: entry
Agreement: merger
Counterparty: Proteomedix AG
Value: Aggregate value of Exchange Shares at Closing approximately $75,000,000; Onconetix issued 3,675,414
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

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Onconetix, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-23-098928

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