Onconetix Announces Merger Agreement with Ocuvex Therapeutics

Onconetix and Ocuvex Therapeutics have entered into a definitive merger agreement, with Ocuvex shareholders receiving 90% of the combined company's equity interests in exchange for their shares. The deal, expected to close in Q4, will add Ocuvex's commercial and late-stage ophthalmic assets to Onconetix's portfolio. The combined company will have a seven-member board of directors, with five members designated by Ocuvex.

Onconetix, Inc. (NASDAQ: ONCO) and Ocuvex Therapeutics, Inc. have entered into a definitive merger agreement, marking a significant strategic move for both companies. Under the terms of the agreement, Ocuvex shareholders will receive 90% ownership of the combined company, while Onconetix shareholders will retain 10% of the equity interests. The merger is expected to close in the fourth quarter of 2025, subject to regulatory and shareholder approvals.

The merger will combine Ocuvex's pipeline of commercial and late-stage ophthalmic assets with Onconetix's public market presence. The combined company will have a seven-member board of directors, with five members designated by Ocuvex and two by Onconetix. This structure indicates that Ocuvex will have substantial control over the combined entity's direction.

The deal represents a significant transformation for Onconetix, effectively functioning as a reverse merger where Ocuvex is gaining control. The structure of the merger suggests that Ocuvex's ophthalmic assets pipeline is likely more valuable than Onconetix's current assets and business model. This substantial dilution of Onconetix's ownership indicates that the company may be struggling with its own pipeline or business model.

For Ocuvex, the transaction provides an expedient path to public markets without the traditional IPO process. This allows them to access capital markets to accelerate their ophthalmic therapeutic development. The merger appears to leverage Onconetix's Nasdaq listing as a vehicle for Ocuvex's business.

The transaction is expected to close in Q4 2025, pending regulatory and shareholder approvals. This deal structure is common in biotech when a public company with limited prospects acquires a private company with promising assets. The value proposition hinges entirely on whether Ocuvex's ophthalmic assets justify the combined valuation.

References:
[1] https://www.stocktitan.net/news/ONCO/onconetix-and-ocuvex-therapeutics-announce-execution-of-definitive-rreufnuo4fxs.html