Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

PIPE Financing

On July 28, 2026, Onconetix, Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Securities Purchase Agreement") with an accredited investor (the "PIPE Investor"), pursuant to which the Company agreed to issue and sell to the PIPE Investor an aggregate of 37,812 shares of Series F convertible preferred stock, par value $0.00001 per share ("Series F Preferred Stock"), for an aggregate purchase price of $30,249,600 (the "PIPE Financing"). Concurrently with entering into the Securities Purchase Agreement, the Company also entered into a Registration Rights Agreement (as defined below) with the PIPE Investor, pursuant to which the Company agreed to provide the PIPE Investor with certain registration rights relating to the shares of Common Stock issuable upon conversion of the Series F Preferred Stock, as described below. The following descriptions of the Securities Purchase Agreement, the Certificate of Designations of Preferences, Rights and Limitations of the Series F Preferred Stock (the "Certificate of Designations") and the Registration Rights Agreement are summaries only, do not purport to be complete and are qualified in their entirety by reference to the full text of each of those agreements, copies of which are filed as Exhibits 10.1, 3.1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Securities Purchase Agreement, the Certificate of Designations or the Registration Rights Agreement, as applicable.

Series F Preferred Stock

Certificate of Designations

General. Pursuant to the Certificate of Designations, the Company has authorized the issuance of up to 42,000 shares of Series F Preferred Stock, each having a stated value of $1,000 per share (the "Stated Value"). The Company has issued 37,812 shares of Series F Preferred Stock to the PIPE Investor.

Ranking. The Series F Preferred Stock ranks junior to any Senior Preferred Stock, pari passu with the Company's Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, and senior to the Company's Common Stock and other junior securities with respect to dividend rights and rights upon liquidation, dissolution and winding up of the Company.

Dividends. Holders of the Series F Preferred Stock are entitled to receive dividends when and as declared by the Company's board of directors out of funds legally available therefor. In addition, from and after the occurrence, and during the continuance, of any Triggering Event, Default Dividends accrue on the Stated Value of each share of Series F Preferred Stock at a rate of 15.0% per annum until such Triggering Event is cured and are payable by inclusion in the applicable Conversion Amount or upon redemption, as provided in the Certificate of Designations.

Conversion Rights. Each holder may convert all or any portion of its Series F Preferred Stock into shares of the Company's Common Stock at an initial conversion price of $0.9767 per share, subject to adjustment as provided in the Certificate of Designations.

Alternate Conversion Rights. Following the Stockholder Approval Date, holders may also elect to effect alternate conversions, including following the occurrence of certain Triggering Events, at alternative conversion prices determined pursuant to the Certificate of Designations, in each case subject to the applicable Floor Price and other limitations set forth therein.

Triggering Events. The Certificate of Designations contains customary Triggering Events, including, among other things, the Company's failure to timely file or maintain the effectiveness of required registration statements, failures relating to share delivery or maintenance of an adequate share reserve, specified payment defaults, certain bankruptcy and insolvency events, suspension of trading of the Common Stock on an Eligible Market, material breaches of the transaction documents, specified change of control events and other customary events. Upon the occurrence of certain Triggering Events, holders are entitled to exercise the alternate conversion rights described above.