Onconetix (ONCO) Proxy filing summary

Executive summary

• Annual meeting scheduled for November 10, 2026; the Board unanimously recommends FOR all five proposals.

• Record date September 29, 2026, with 5,241,486 common shares entitled to vote.

Voting matters and shareholder proposals

• Proposals: re-elect Josh Epstein for a three-year term through 2029; approve conversion issuance of up to 154,856,150 shares under Series F; authorize a 1-for-2 to 1-for-15 reverse split; ratify MaloneBailey; and permit adjournment to solicit votes.

• Director election requires a plurality; each other proposal requires a majority of votes cast by shares present or represented by proxy and entitled to vote.

• The July 2026 Series F private placement issued 37,812 preferred shares for $30,249,600; approval is sought for conversion shares, with the maximum based on a $0.19534 floor price.

• Without approval, certain adjusted-price conversions may be unavailable; the financing documents require further stockholder meetings if approval is not obtained, initially within 90 days after closing and again by day 160 if needed.

• Reverse-split authority would expire one year after the meeting; the Board may choose the ratio or abandon the split, citing Nasdaq-price compliance, financing flexibility and marketability.

Board of directors and corporate governance

• Three directors serve staggered three-year classes; Josh Epstein is nominated for re-election and serves on the Audit and Compensation Committees and chairs Nominating and Corporate Governance.

• Sarah Romano chairs Audit and Compensation; Sammy Dorf chairs the Board. All three directors are determined independent under applicable Nasdaq standards, and each is designated an audit committee financial expert.

• The Board has no formal policy on separating the CEO and Chair roles or on board diversity; director candidates are assessed for experience, integrity, expertise and board needs.