Onconetix and Ocuvex Terminate Merger Agreement

Onconetix and Ocuvex have mutually terminated their merger agreement. Onconetix is a commercial stage biotechnology company focused on oncology therapeutics, diagnostics, and services. They have FDA-approved Entadfi for BPH treatment and Proclarix for prostate cancer screening and diagnosis. Proteomedix aims to develop diagnostic, prognostic, and predictive tools for cancer management.

CINCINNATI, OH, September 12, 2025 — Onconetix, Inc. (Nasdaq: ONCO), a commercial-stage biotechnology company focused on the research, development, and commercialization of innovative solutions for men’s health and oncology, has announced the termination of its merger agreement with Ocuvex, Inc. Additionally, Onconetix has secured $12.9 million in financing through a private placement of Series D Convertible Preferred Stock and warrants Onconetix Announces Financing Through a $12.9 Million Private Placement of Series D Preferred Stock and Warrants, Termination of Merger Agreement with Ocuvex, Inc. and Settlement of $8.8 Million Debt with Veru, Inc.^[1].

On September 22, 2025, Onconetix completed the signing and closing of a private placement transaction. The transaction included the issuance of shares of Series D Convertible Preferred Stock and warrants to purchase up to an aggregate of 4,362,827 shares of common stock. The total purchase price for the transaction was approximately $12.9 million, with $9.3 million paid in cash and the remainder used to offset certain amounts owed to investors Onconetix Announces Financing Through a $12.9 Million Private Placement of Series D Preferred Stock and Warrants, Termination of Merger Agreement with Ocuvex, Inc. and Settlement of $8.8 Million Debt with Veru, Inc.^[1].

The Series D Preferred Stock is initially convertible into an aggregate of 4,362,827 shares of common stock, subject to certain adjustments. The warrants have an initial exercise price of $3.6896 per share and are exercisable beginning on the issuance date, expiring on the third anniversary of the issuance date Onconetix Announces Financing Through a $12.9 Million Private Placement of Series D Preferred Stock and Warrants, Termination of Merger Agreement with Ocuvex, Inc. and Settlement of $8.8 Million Debt with Veru, Inc.^[1].

Onconetix has filed a Current Report on Form 8-K with the Securities and Exchange Commission (SEC) on September 26, 2025, providing additional details of the transaction. The company agreed to seek stockholder approval for the issuance of all shares of common stock issuable upon conversion of the Series D Preferred Stock and exercise of the Warrants in accordance with the rules and regulations of the Nasdaq Stock Market Onconetix Announces Financing Through a $12.9 Million Private Placement of Series D Preferred Stock and Warrants, Termination of Merger Agreement with Ocuvex, Inc. and Settlement of $8.8 Million Debt with Veru, Inc.^[1].

As part of the transaction, approximately $6.3 million of the cash proceeds was paid to Veru, Inc., and the remaining $2.5 million of debt was converted into 3,125 shares of Series D Preferred Stock and 846,975 warrants. The remaining net cash proceeds from the Financing Transaction will be used to cover costs and expenses associated with the termination of the previously contemplated business combination with Ocuvex, Inc., and for working capital and general corporate purposes Onconetix Announces Financing Through a $12.9 Million Private Placement of Series D Preferred Stock and Warrants, Termination of Merger Agreement with Ocuvex, Inc. and Settlement of $8.8 Million Debt with Veru, Inc.^[1].

Onconetix is a commercial-stage biotechnology company focused on oncology therapeutics, diagnostics, and services. The company owns Proclarix, an in vitro diagnostic test for prostate cancer, and Entadfi, a FDA-approved treatment for benign prostatic hyperplasia (BPH). Proteomedix, a subsidiary of Onconetix, aims to develop diagnostic, prognostic, and predictive tools for cancer management The FDA Granted Orphan Drug Designation to Biostar Pharma's Utidelone for the Treatment of Pancreatic Cancer^[2].