Onconetix, Ocuvex merge, expanding ophthalmic therapeutic pipeline.

Onconetix and Ocuvex Therapeutics have entered into a definitive merger agreement, with Onconetix gaining access to Ocuvex's pipeline of commercial and late clinical stage ophthalmic assets. The merger is expected to bring significant value for Onconetix stockholders and will allow Ocuvex to accelerate the development of new treatment options for patients. The transaction is set to close once regulatory approvals are obtained.

Onconetix, Inc. (Nasdaq: ONCO) and privately-held Ocuvex Therapeutics have entered into a definitive merger agreement, marking a significant strategic move for both companies. The merger, expected to close in Q4 2025, will combine Ocuvex's pipeline of commercial and late clinical stage ophthalmic assets with Onconetix's public market presence. This transaction is anticipated to bring significant value to Onconetix stockholders and facilitate Ocuvex's access to capital markets to accelerate its ophthalmic therapeutic development.

Under the terms of the merger agreement, Ocuvex shareholders will receive 90% ownership of the combined company, while Onconetix shareholders will retain 10% of the equity interests. The combined company's board will consist of seven directors, with Ocuvex designating five and Onconetix appointing two. The transaction is subject to regulatory and stockholder approvals [1].

The merger represents a substantial transformation for Onconetix, functioning as a reverse merger where Ocuvex gains control. This structure indicates that Ocuvex's ophthalmic assets pipeline is highly valued, while Onconetix's current value may be limited. The deal's structure is common in biotech when a public company with limited prospects acquires a private company with promising assets, effectively transferring the public listing to the private entity while maintaining technical corporate continuity [1].

For Ocuvex, this transaction provides an expedient path to public markets without the traditional IPO process. The merger appears designed to leverage Onconetix's Nasdaq listing as a vehicle for Ocuvex's business. While described as bringing "significant value" to Onconetix stockholders, the extreme ownership dilution suggests that Onconetix may be struggling with its own pipeline or business model [1].

The combined company's board will consist of seven directors, with Ocuvex designating five and Onconetix appointing two. 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, effectively transferring the public listing to the private entity while maintaining technical corporate continuity [1].

The value proposition hinges entirely on whether Ocuvex's ophthalmic assets justify the combined valuation. Ocuvex's lead asset, Omlonti® (omidenepag isopropyl ophthalmic solution) 0.002%, is an EP2 receptor agonist for ocular hypertension and open-angle glaucoma, which received FDA approval in September 2022 [1].

Onconetix and Ocuvex intend to file with the Securities and Exchange Commission (SEC) a registration statement on Form S-4, which will include a preliminary proxy statement of Onconetix and a prospectus in connection with the Proposed Transaction between Onconetix and Ocuvex pursuant to the Merger Agreement. The definitive proxy statement and other relevant documents will be mailed to stockholders of Onconetix as of a record date to be established for voting on the Proposed Transaction [1].

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