Material Event Form 8 K

Item 8.01 Other Events.

On July 30, 2024, the Company received a letter from Nasdaq staff (the "Nasdaq Letter") stating that the staff had determined that the Company's acquisition of Proteomedix AG constitutes a business combination that results in a "Change of Control" pursuant to Nasdaq Listing Rule 5110(a), and that, as a result, the Company will be required to satisfy all of Nasdaq's initial listing criteria and to complete Nasdaq's initial listing process prior to the conversion of the Series B Preferred Stock, or other material changes triggering a change of control. Among other things, Nasdaq's initial listing criteria require a minimum price per share of at least $4.00 (the "Minimum Price Rule").

Supplement to the Definitive Proxy Statement

On August 1, 2024, Onconetix, Inc. (the "Company") filed a definitive proxy statement (the "Definitive Proxy Statement") for the solicitation of proxies in connection with an annual meeting of the Company's stockholders to be held on September 5, 2024 (the "Annual Meeting") to consider and vote on, among other proposals, an amendment that would authorize, but not obligate, the board of directors (the "Board") to amend the Company's Certificate of Incorporation to effect a reverse stock split of the outstanding and treasury shares of Company common stock ("Common Stock") at a ratio in the range of 1-for-30 to 1-for-60, which ratio would be subject to the Board's discretion following stockholder approval (the "Reverse Stock Split").

In view of the Nasdaq Letter, the Company has determined to supplement certain information contained in the Definitive Proxy Statement to provide updates with respect to the Company's Nasdaq compliance status, the reasons for the Reverse Split Proposal, and related risks.

SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT OF

ONCONETIX, INC.

Dated September 3, 2024

The Company is providing additional information to its stockholders, as described in this supplement to the Definitive Proxy Statement filed with the United States Securities and Exchange Commission on August 1, 2024, in connection with the Annual Meeting to be held on September 5, 2024. These disclosures should be read in connection with the Definitive Proxy Statement, which should be read in its entirety. To the extent that the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. Defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement. The Company makes the following supplemental disclosures.

The following disclosure amends and restates the question in the section entitled "Frequently Asked Questions" on page vii to the Definitive Proxy Statement as set forth below.

Why should I vote for the Reverse Stock Split Proposal?

On September 18, 2023, we received notice from Nasdaq staff indicating that, based upon the closing bid price of the Common Stock for the prior 30 consecutive business days, we were not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"). On March 13, 2024, we submitted a plan of compliance to Nasdaq to discuss our plans to evidence compliance with the Bid Price Rule and we received an additional 180-day period, or until September 16, 2024, to regain compliance with the Bid Price Rule.

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