Onconetix (ONCO) Proxy filing summary

Executive summary

• Special Meeting scheduled for October 27, 2026, to vote on three key proposals impacting capital structure and corporate governance.

• Proposals include approval for issuance of up to 154,856,150 shares upon conversion of Series F Preferred Stock, a reverse stock split, and potential adjournment to solicit more proxies.

• Board unanimously recommends voting in favor of all proposals, citing best interests of shareholders and company flexibility.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuance of shares upon conversion of Series F Preferred Stock, required under Nasdaq Rule 5635(d) due to potential issuance exceeding 20% of outstanding shares.

• Proposal 2 requests authority for a reverse stock split at a ratio between 1-for-2 and 1-for-15, with the exact ratio at Board discretion within one year.

• Proposal 3 allows adjournment of the meeting if more time is needed to secure votes for the other proposals.

• All proposals require a majority of votes cast, assuming quorum is present.

Board of directors and corporate governance

• Board has discretion to determine the reverse split ratio and timing, and may abandon the split if deemed not in shareholders' best interests.

• Board members may have financial or personal interests that could be perceived as conflicts, but have unanimously recommended all proposals.