Onconetix Inc 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41294 Onconetix, Inc.(Exact name of registrant as specified in its charter) Delaware81-2262816(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) Registrant’s telephone number, including area code: (513) 620-4101 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 726(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ Based on the closing price as reported on the Nasdaq Capital Market, the aggregate market value of the Registrant’s Common Stockheld by non-affiliates on June 30, 2025 (the last business day of the Registrant’s most recently completed second fiscal quarter) wasapproximately $3.6 million. Shares of Common Stock held by each executive officer and director and by each stockholder affiliatedwith a director or an executive officer have been excluded from this calculation because such persons may be deemed to be affiliates.This determination of affiliate status are not necessarily a conclusive determination for other purposes. As of March 11, 2026, the registrant had 3,584,245 shares of common stock, $0.00001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE On June 13, 2025, the Company effected a reverse stock split of all shares of its issued and outstanding Common Stock at a ratio ofone-for-eighty-five (1:85). The Company accounted for the reverse stock split on a retrospective basis pursuant to AccountingStandards Codification (“ASC”) 260,Earnings Per Share. All issued and outstanding common stock, common stock warrants, andshare-based awards’ exercise prices and per share data have been adjusted in these consolidated financial statements, on a retrospectivebasis, to reflect the reverse stock split for all periods presented. The number of authorized shares and par value of the preferred stockand common stock were not adjusted because of the reverse stock split. TABLE OF CONTENTS Cautionary Note Regarding Forward-Looking StatementsiiSummary of Material Risks Associated with our BusinessivPART IItem 1.Business1Item 1A.Risk Factors30Item 1B.Unresolved Staff Comments74Item 1C.Cybersecurity74Item 2.Prope