UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on January 24, 2025, Onconetix, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock, par value $0.00001 per share (“Common Stock”), from November 25, 2024 to January 10, 2025, the Company is no longer in compliance with the requirement for continued listing on The Nasdaq Capital Market to maintain a minimum bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Nasdaq provided the Company with 180 calendar days to regain compliance with the Minimum Bid Price Rule.
On April 14, 2025, Nasdaq issued a further notice (the “Notice”) to the Company that it determined that the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days. Accordingly, the Company is subject to the provisions under Nasdaq Listing Rule 5810(c)(3)(A)(iii). As a result, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), trading of the Common Stock will be suspended at the opening of business on April 23, 2025, and a Form 25-NSE will be filed with the Commission, which will remove the Company’s securities from listing and registration on Nasdaq.
The Company intends to request a hearing before the Panel. A hearing request will stay the trading suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision. However, there are no assurances that the Panel would grant the Company’s request for continued listing or an extension to demonstrate compliance. If the Company does not obtain a favorable decision from the Panel, its Common Stock will become subject to delisting.
Item 8.01. Other Events
On April 17, 2025, the Company’s board of directors (the “Board”) determined to postpone the Company’s 2025 annual meeting of shareholders (the “Annual Meeting”), previously scheduled for Wednesday, June 4, 2025. The Annual Meeting will be held on a date and in a manner and at a time and location to be announced.
The Board will set a new record date for determining shareholders entitled to receive notice of, and vote at, the Annual Meeting, which will be disclosed at a later time. In addition, the Company will establish a due date for receipt of shareholder proposals in accordance with the Company's Amended and Restated By-Laws and the requirements of under the Securities and Exchange Act of 1934.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ONCONETIX, INC. | ||
| Date: April 18, 2025 | By: | /s/ Karina M. Fedasz |
| Name: | Karina M. Fedasz | |
| Title: | Interim Chief Executive Officer and Interim Chief Financial Officer | |
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