Onconetix Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 5, 2025, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Onconetix, Inc. (the “Company”) held a meeting to review and approve certain executive compensation matters.
At the meeting, the Committee approved a bonus of $45,000 for Karina Fedasz in recognition of her service as the Company’s Interim Chief Executive Officer during the year 2025. This bonus is to be paid in January 2026.
Additionally, the Committee approved an increase in Ms. Fedasz’s base compensation relating to her services as Interim Chief Executive Officer by $5,000 per month, effective January 1, 2026.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On December 5, 2025, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting were:
| (1) | the re-election of Thomas Meier and election of Sarah Romano (the “Director Nominees”) to serve as Class I directors on the Board for a three-year term that expires at the 2028 Annual Meeting of Stockholders, or until their successors are elected and qualified (the “Director Election Proposal”); |
| (2) | the approval, in accordance with Nasdaq Listing Rule 5635, the issuance of up to 4,424,080 shares of the Company’s Common Stock, par value $0.00001 par value (“Common Stock”) subject to adjustment, upon conversion of the Company’s Series D Preferred Stock, par value $0.00001 per share (“Series D Preferred Stock”) and up to 4,362,827 shares of Common Stock, subject to adjustment, upon the exercise of certain warrants (the “Series D Warrants”) issued to certain investors in a private placement transactions which closed on September 22, 2025 (the “Series D PIPE Proposal”); |
| (3) | the approval, in accordance with Nasdaq Listing Rule 5635, the issuance of up to 2,025,223 shares of the Company’s Common Stock, subject to adjustment, upon conversion of the Company’s Series E Preferred Stock, par value $0.00001 per share (“Series E Preferred Stock”) and up to 2,025,223 shares of Common Stock, subject to adjustment, upon the exercise of certain warrants (the “Series E Warrants”) issued to certain investors in a private placement transactions which closed on October 1, 2025 (the “Series E PIPE Proposal”); |
| (4) | the ratification of the appointment by the Board of MaloneBailey, LLP (“MaloneBailey”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”); and |
| (5) | the approval of the adjournment of the Annual Meeting if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve any one or more of the foregoing proposals (the “Adjournment Proposal”). |
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At the Annual Meeting, all of the matters voted on were approved, based upon an aggregate of 1,555,010 shares of Common Stock outstanding as of October 21, 2025, the record date for the Annual Meeting. The final voting results were as follows:
1. Director Election Proposal
The votes were cast for this matter as follows:
| Nominees | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Thomas Meier | 323,739 | 4,959 | 325,419 | |||||||||
| Sarah Romano | 320,886 | 7,812 | 325,419 | |||||||||
2. The Series D PIPE Proposal.
The votes were cast for this matter as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 316,346 | 12,288 | 64 | 325,419 | |||||||||||
3. The Series E PIPE Proposal.
The votes were cast for this matter as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 316,344 | 12,290 | 64 | 325,419 | |||||||||||
4. The Auditor Ratification Proposal.
The votes were cast for this matter as follows:
| Votes For | Votes Against | Abstentions | ||||||||
| 588,242 | 63,447 | 2,428 | ||||||||
5. The Adjournment Proposal.
The votes were cast for this matter as follows:
| Votes For | Votes Against | Abstentions | ||||||||
| 579,157 | 78,873 | 1,087 | ||||||||
| 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 | |
| 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. | ||
| December 10, 2025 | By: | /s/ Karina M. Fedasz |
| Name: | Karina M. Fedasz | |
| Title: | Interim Chief Executive Officer and Interim Chief Financial Officer | |
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