Onconetix (ONCO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 5, 2025, to vote on five key proposals, including director elections, approval of share issuances related to Series D and E PIPE financings, auditor ratification, and potential adjournment to solicit more proxies if needed.

• Board unanimously recommends voting in favor of all proposals, citing their importance for ongoing operations and capital needs.

• Record date for voting is October 21, 2025; only shareholders of record as of this date are eligible to vote.

Voting matters and shareholder proposals

• Proposals include re-election of Thomas Meier and election of Sarah Romano as Class I directors, approval of share issuances for Series D and E PIPEs, ratification of MaloneBailey as auditor, and adjournment if necessary.

• Series D PIPE: Approval sought for issuance of up to 4,424,080 shares upon conversion of Series D Preferred Stock and 4,362,827 shares upon exercise of Series D Warrants.

• Series E PIPE: Approval sought for issuance of up to 2,025,223 shares upon conversion of Series E Preferred Stock and 2,025,223 shares upon exercise of Series E Warrants.

• Shareholder proposals for the 2025 annual meeting must be received by July 7, 2025, and comply with SEC and bylaw requirements.

Board of directors and corporate governance

• Board consists of four members, divided into three classes with staggered three-year terms; director nominees bring expertise in biotech, finance, and public company governance.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent directors.

• Board and committees met regularly in 2024, with all directors attending at least 75% of meetings.

• Code of business conduct, insider trading policy, and a clawback policy for executive compensation are in place.