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Item 9A. Controls and Procedures

2026-03-13 compared with 2025-06-02 · 2013 added, 2156 removed, 1844 unchanged (69% of the section changed)

This section is long enough that the comparison stopped early. What follows is partial, and the remainder is not necessarily unchanged.

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Evaluation of Disclosure Controls and Procedures

The Sarbanes-Oxley Act requires, among other things,

that we maintain effective disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) that are designed to ensure

that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is

recorded, processed, summarized and reported within the appropriate time periods, and that such information is accumulated and communicated

to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial

Officer has evaluated the effectiveness of our disclosure controls and procedures.

Management recognizes that any controls and procedures,

no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily

applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Based on that evaluation, our Chief

Executive Officer and Chief Financial Officer has concluded that the Company’s disclosure controls and procedures were not effective

as of December 31, 2024, as a result of the material weaknesses described below.

The Sarbanes-Oxley Act requires, among other

things, that we maintain effective disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) that are designed

to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as

amended, is recorded, processed, summarized and reported within the appropriate time periods, and that such information is accumulated

and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer has evaluated the

effectiveness of our disclosure controls and procedures.

Management recognizes that any controls and procedures, no matter how well designed

and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in

evaluating the cost benefit relationship of possible controls and procedures.

Based on that evaluation, our Chief Executive Officer and

Chief Financial Officer has concluded that the Company’s disclosure controls and procedures were not effective as of December 31,

2025, as a result of the material weaknesses described below.

Management’s Annual Report on Internal

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In making this assessment, our management

used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated

Framework (2013 framework).

used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal

Control-Integrated Framework (2013 framework).

Based on our assessment under the framework in

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not effective as of December 31, 2025, due to the existence of the material weaknesses described below.

A material weakness in internal control is a deficiency

in internal control, or combination of control deficiencies, that adversely affects the Company’s ability to initiate, authorize,

record, process, or report external financial data reliably in accordance with GAAP such that there is more than a remote likelihood that

a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected.

A material weakness in internal control is a

deficiency in internal control, or combination of control deficiencies, that adversely affects the Company’s ability to initiate,

authorize, record, process, or report external financial data reliably in accordance with GAAP such that there is more than a remote

likelihood that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected.

This Annual Report on Form 10-K does not include

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following internal control deficiencies, which we believe to be material weaknesses as of December 31, 2025:

We did not maintain an effective control environment as there was an inadequate segregation of duties with respect to certain cash disbursements.

We do not have an effective risk assessment process and effective monitoring of compliance with established accounting policies and procedures, and do not demonstrate a sufficient level of precision in the application of our controls.

Our controls over the approval and reporting of expense payments were not designed and maintained to achieve the Company’s objectives.

We do not yet have adequate internal controls in place for the timely identification, approval or reporting of related party transactions.”

We have insufficient accounting resources to maintain adequate segregation of duties, maintain adequate controls over the approval and posting of journal entries, and to provide optimal levels of oversight in order to process financial information in a timely manner, analyze and account for complex, non-routine transactions, and prepare financial statements.

The Company did not design, implement and

maintain effective controls to ensure information technology (“IT”) policies and procedures set the tone at the top, to mitigate

the risks to the achievement of IT objectives and ITGCs in the change management, logical security and computer operations domains.

Specifically,

the design and implementation of user authentication, user access privileges, data backup and data recovery controls as well as the monitoring

controls of excessive user access and elevated privileged access to financial applications and data were not appropriately designed and

In addition, these inadequate ITGC controls combined with the use of personal devices to conduct business, can lead to an

IT control environment vulnerable to breaches and social engineering persuasion.

We did not maintain an effective control environment as there was an

inadequate segregation of duties with respect to certain cash disbursements.

We do not have an effective risk assessment process and effective monitoring

of compliance with established accounting policies and procedures, and do not demonstrate a sufficient level of precision in the

application of our controls.

Our controls over the approval and reporting of expense payments were

not designed and maintained to achieve the Company’s objectives.

We do not yet have adequate internal controls in place for the timely

identification, approval or reporting of related party transactions.”

We have insufficient accounting resources to maintain adequate segregation

of duties, maintain adequate controls over the approval and posting of journal entries, and to provide optimal levels of oversight

in order to process financial information in a timely manner, analyze and account for complex, non-routine transactions, and

prepare financial statements.

The Company did not design, implement

and maintain effective controls to ensure information technology (“IT”) policies and procedures set the tone at the top,

to mitigate the risks to the achievement of IT objectives and ITGCs in the change management, logical security and computer operations

Specifically, the design and implementation of user authentication, user access privileges, data backup and data recovery controls

as well as the monitoring controls of excessive user access and elevated privileged access to financial applications and data were not

appropriately designed and maintained.

In addition, these inadequate ITGC controls combined with the use of personal devices to conduct

business, can lead to an IT control environment vulnerable to breaches and social engineering persuasion.

The above material weaknesses

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and financial reporting system that is adequate to satisfy our reporting obligations.

As we continue to evaluate and take actions to improve

our internal control over financial reporting, we may determine to take additional actions to address control deficiencies or determine

to modify certain of the remediation measures described above.

We cannot assure you that the measures we have taken to date, or any measures

we may take in the future, will be sufficient to remediate the material weakness we have identified or avoid potential future material

As we continue to evaluate and take actions to

improve our internal control over financial reporting, we may determine to take additional actions to address control deficiencies or

determine to modify certain of the remediation measures described above.

We cannot assure you that the measures we have taken to date,

or any measures we may take in the future, will be sufficient to remediate the material weakness we have identified or avoid potential

future material weaknesses.

Inherent Limitation

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These inherent

limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by

management override of the controls.

The design of any system of controls is also based in part upon certain assumptions about the likelihood

of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures

may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur

and not be detected.

limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple

error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people

or by management override of the controls.

The design of any system of controls is also based in part upon certain assumptions about

the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential

future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies

or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or

fraud may occur and not be detected.

Changes in Internal Control over Financial

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The following table provides information regarding our executive officers

and directors as of May 30, 2025:

and directors as of December 31, 2025:

Executive Officers and Directors

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Executive Officers and Directors

Karina Fedasz

Fedasz has helped companies raise capital,

model and forecast business, manage cash flow and conduct mergers and acquisitions.

She is a dynamic, data-driven executive with a bold,

high-growth mindset.

Karina Fedasz , our Interim CFO since June

2024 and our Interim CEO since April 2024.

Fedasz has helped companies raise capital, model and forecast business, manage cash flow

and conduct mergers and acquisitions.

From January 2023 to June 2024, Ms.

Fedasz worked with various clients, including a not-for-profit and an early-stage

artificial intelligence and data-driven health and wellness tracker.

Fedasz worked with various clients, including a not-for-profit

and an early-stage artificial intelligence and data-driven health and wellness tracker.

From February 2022 to December 2022, Ms.

Fedasz served as Head of

Business Development for Evofem Biosciences, a Nasdaq-listed public biotech company developing innovative products for women's health.

served as Head of Business Development for Evofem Biosciences, a Nasdaq-listed public biotech company developing innovative products

for women's health.

From August 2019 to October 2021, Ms.

Fedasz served in various positions of increasing responsibility, including Chief Financial Officer,

at IDW Media Holdings, a micro-cap media company, where she managed the company's initial public offering.

From April 2018 to August 2019,

Fedasz served as Chief Financial Officer of MOCEAN, an integrated agency for entertainment, gaming, and brands.

Fedasz's breadth

of experience has seen her lead teams in media, technology, services, manufacturing, and education, and she has worked with companies

whose clients and customers include Fortune 500 companies such as Netflix, Disney, Amazon, Apple, Activision, and EA.

Fedasz received

an MBA with an emphasis in finance from Columbia Business School and a BA from University California at Los Angeles (UCLA).

an inactive CPA in the state of California.

Fedasz served in various positions of increasing responsibility, including

Chief Financial Officer, at IDW Media Holdings, a micro-cap media company, where she managed the company's initial public offering.

April 2018 to August 2019, Ms.

Fedasz served as Chief Financial Officer of MOCEAN, an integrated agency for entertainment, gaming, and

Fedasz's breadth of experience has seen her lead teams in media, technology, services, manufacturing, and education, and

she has worked with companies whose clients and customers include Fortune 500 companies such as Netflix, Disney, Amazon, Apple, Activision,

Fedasz received an MBA with an emphasis in finance from Columbia Business School and a BA from University California at Los

Angeles (UCLA).

She holds an inactive CPA in the state of California.

Non-Executive Directors

Andrew Oakley , our Non-Executive Chairman

since February 2025, is an experienced pharmaceutical and biotech industry professional.

Previously, he held CFO positions at listed pharmaceutical

companies Autolus Therapeutics plc (NASDAQ:

AUTL) from 2018 to 2022 and Sosei Group (TSE:4565) from 2017 to 2018, as well as Vectura Group

since March 2025 and a member of the Board since February 2025, is an experienced pharmaceutical and biotech industry professional.

he held CFO positions at listed pharmaceutical companies Autolus Therapeutics plc (NASDAQ:

AUTL) from 2018 to 2022 and Sosei Group (TSE:4565)

from 2017 to 2018, as well as Vectura Group plc (LSE:

VEC) and Actelion Ltd, where he led the finance function for over a decade.

Additionally, he is a board member at a number of

privately held Biotech companies.

Oakley holds a Bachelor of Economics Degree from Macquarie University and an MBA from London Business

School and has been a Member of the Australian Institute of Chartered Accountants since 1987.

Simon Tarsh , one of our directors since

August 2022, has more than 40 years of financial experience, working in both the UK and the U.S.

He has recently retired from Deloitte

Consulting LLP, where he was a Senior Managing Director in Finance and Enterprise Performance Practice, where he had served global clients

He led a growing global practice focused around Operational Transformation, including supporting Carve Out transactions, joint

ventures and hybrid structures, both in the US and in international locations, such as India, China, Eastern Europe and Latin America.

He supported high growth companies with their finance operations as they globalized, and was able to advise them on their expansion, while

balancing growth with appropriate controls.

Prior to moving to the United States in 2007, Mr.

Tarsh’s consulting career began with

PA Consulting Group, London in 1988, where he was elected as a Partner in 1997, and he built ISG’s business process outsourcing

advisory practice in Europe between 2001 and 2006.

Tarsh’s early career was in finance, working with Marathon Oil and Dow Chemical,

and during this period, he qualified as a Chartered Accountant.

Tarsh received a Bachelor of Science undergraduate degree in Business

and Administration from the University of Salford, Manchester, UK in 1981, and an MBA from City University Business School, London, UK

He is a Fellow of the Chartered Institute of Management Accountants (1984), which is considered as a CPA equivalent.

deep financial experience at Deloitte Consulting LLP for fifteen years offers valuable insights to our Board, particularly given the enhanced

accounting rules and regulations affecting public companies.

Timothy Ramdeen , one of our directors since

January 2023, has nearly a decade of experience in private equity and hedge fund investing, capital markets, and company formation.

June 2022, Mr.

Ramdeen has been founder and managing partner of Dharma Capital Advisors, an investment and advisory firm focused on early-stage

private and public companies.

Additionally,

he is a board member at a number of privately held Biotech companies.

Oakley holds a Bachelor of Economics Degree from Macquarie

University and an MBA from London Business School and has been a Member of the Australian Institute of Chartered Accountants since 1987.

With decades of senior financial leadership in the pharmaceutical and biotechnology sectors, Mr.

Oakley brings extensive public company,

capital markets, and strategic oversight experience that uniquely qualifies him to serve as a director and Chairman of Board of the Company.

Sarah Romano , one of our directors since

December 2025, has over a decade of experience leading the finance function of multiple Nasdaq-listed companies.

Romano has served

as Chief Financial Officer and Treasurer of Vicarious Surgical Inc.

RBOT), surgical robotics company, since April 2025.

previously served as the Chief Financial Officer of Entero Therapeutics, Inc.

ENTO) (formerly First Wave BioPharma Inc.), a

clinical-stage biopharmaceutical company specializing in the development of targeted, orally delivered therapies for gastrointestinal

diseases, from March 2022 to March 2025.

She previously served as Chief Financial Officer of Kiora Pharmaceuticals, Inc.

(formerly EyeGate Pharmaceuticals, Inc.), a clinical-stage specialty pharmaceutical company developing products for treating ophthalmic

diseases, from February 2017 through February 2022, and as its Corporate Controller from August 2016 to January 2017.

Before that, Ms.

Romano served as Assistant Controller at TechTarget, Inc.

from June 2015 through August 2016.

Romano holds a Bachelor of Arts in

Accounting from College of the Holy Cross and a Master of Accounting from Boston College.

Given her more than ten years of experience

leading the finance functions of Nasdaq-listed companies, Ms.

Romano brings public company financial reporting, internal controls, and

capital markets expertise that make her highly qualified to serve on the Board, including as its financial expert and Chair of the Audit

Timothy Ramdeen , one of our directors

since January 2023, has nearly a decade of experience in private equity and hedge fund investing, capital markets, and company formation.

Since June 2022, Mr.

Ramdeen has been founder and managing partner of Dharma Capital Advisors, an investment and advisory firm focused

on early-stage private and public companies.

From March 2021 to March 2022, Mr.

Ramdeen was co-founder, chief investment officer, and portfolio manager

at Sixth Borough Capital Management, a multi-stage, event-driven hedge fund focused on both private and public equities.

Ramdeen was co-founder, chief investment officer, and

portfolio manager at Sixth Borough Capital Management, a multi-stage, event-driven hedge fund focused on both private and public equities.

Since 2022, Mr.

Ramdeen has been the co-founder of Amplexd Therapeutics, which is a women’s health/biotechnology company focused on providing low-cost,

effective, safe and accessible treatments for early cervical and HPV-related cancers worldwide.

Ramdeen also serves as a corporate

advisor/board member to multiple early-stage companies and investment funds.

Ramdeen has been the co-founder of Amplexd Therapeutics, which is a women’s health/biotechnology company focused

on providing low-cost, effective, safe and accessible treatments for early cervical and HPV-related cancers worldwide.

serves as a corporate advisor/board member to multiple early-stage companies and investment funds.

Previously, Mr.

Ramdeen was the fifth hire at Altium Capital

Management (“Altium”), a healthcare-focused investment firm, where from July 2019 to March 2021 he served as the sole investment

analyst on the private capital markets/special situations desk (privately-negotiated financings, direct investments, event-driven long/short,

and private to public investments in micro and small-cap companies).

During his tenure at Altium, Mr.

Ramdeen was instrumental in co-creating

the firm’s SPAC and reverse merger investment efforts and establishing extensive relationships with sell-side constituents, buy-side

counterparts, and hundreds of private and publicly traded companies across biotechnology, therapeutics, healthcare services, medical devices

Ramdeen was the fifth

hire at Altium Capital Management (“Altium”), a healthcare-focused investment firm, where from July 2019 to March 2021 he

served as the sole investment analyst on the private capital markets/special situations desk (privately-negotiated financings, direct

investments, event-driven long/short, and private to public investments in micro and small-cap companies).

During his tenure at Altium,

Ramdeen was instrumental in co-creating the firm’s SPAC and reverse merger investment efforts and establishing extensive relationships

with sell-side constituents, buy-side counterparts, and hundreds of private and publicly traded companies across biotechnology, therapeutics,

healthcare services, medical devices and medtech.

From 2017 to 2018, Mr.

Ramdeen worked for Brio Capital Management, an event-driven hedge fund focused on small and micro

cap equities.

Ramdeen worked for Brio Capital Management, an event-driven

hedge fund focused on small and micro cap equities.

Ramdeen received his B.S.

in Biology from Temple University, where he conducted scientific research across neurology,

oncology, and developmental biology.

in Biology from Temple University, where he conducted

scientific research across neurology, oncology, and developmental biology.

In addition, Mr.

Ramdeen earned his MBA in Finance from NYU Stern School of Business.

brings to our Board extensive experience in capital advisement and company development, specifically within the life science industry

and for publicly traded companies.

Ramdeen earned his MBA in Finance from NYU

Stern School of Business.

Ramdeen brings to our Board extensive experience in capital advisement and company development, specifically

within the life science industry and for publicly traded companies.

Thomas Meier , one of our directors since

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Holding AG (SIX:

SANN), a publicly listed Swiss specialty pharmaceutical company focused on the development and commercialization of innovative

medicines for rare neuromuscular and pulmonary diseases.

Meier has served on the board of Santhera since 2017 and stepped down as

the company’s CEO in November 2019 after having served 15 years as executive manager, the last 8 years as CEO.

became managing partner of Viopas Venture Consulting GmbH, a Swiss consultancy and advisory firm for the healthcare industry.

Meier has served as a board member of Novaremed AG, a privately held Swiss company developing innovative treatment options for the

management of chronic pain and alternatives to opioids.

Meier has served on Novaremed’s Audit Committee since October 2021 and

became Executive Chairman of the company in January 2024.

SANN), a publicly listed Swiss specialty pharmaceutical company focused on the development and commercialization of

innovative medicines for rare neuromuscular and pulmonary diseases.

Meier has served on the board of Santhera since 2017 and stepped

down as the company’s CEO in November 2019 after having served 15 years as executive manager, the last 8 years as CEO.

Meier became managing partner of Viopas Venture Consulting GmbH, a Swiss consultancy and advisory firm for the healthcare industry.

Since 2020, Dr.

Meier has served as a board member of Novaremed AG, a privately held Swiss company developing innovative treatment options

for the management of chronic pain and alternatives to opioids.

Meier has served on Novaremed’s Audit Committee since October

2021 and became Executive Chairman of the company in January 2024.

Since January 2022, Dr.

Meier also serves on the board of Visgenx Inc.

In September 2021, he co-founded SEAL Therapeutics AG, a privately owned Swiss gene therapy company for which he also serves as Chairman.

Meier also serves on the board of Visgenx

In September 2021, he co-founded SEAL Therapeutics AG, a privately owned Swiss gene therapy company for which he also serves

Between July 2020 and November 2021, he served as Chairman of privately held Pharmabiome AG (Switzerland).

Meier has a PhD in Biology

and qualified as lecturer in neurosciences at the Biozentrum, University of Basel (Switzerland).

Meier brings to our board experience

as an internationally recognized scientist with track record in clinical research of orphan diseases.

Ajit Singh, one of our directors since

February 7, 2024, is a Partner at Silicon Valley based Artiman Ventures, focused on early-stage technology and life science investments,

with over $1 billion in assets under management.

Besides serving on the board of directors of Artiman portfolio companies, he has served

on the boards of Sofie Biosciences, a PET radiopharmaceuticals company focused on Oncology and Neurology, Leo Cancer Care, focused on

radiation oncology since 2013, Artidis, an oncology diagnostics company with nanomechanical biomarkers for cancer, and Chronus Health,

in the area of Point-of-Care diagnostics since 2023.

He also serves on the Board of Trustees of American Association for Cancer Research

(AACR) Foundation, the oldest and the largest cancer research organization globally.

Singh is an Adjunct Professor in the School of

Medicine at Stanford where he teaches clinical diagnostics and entrepreneurship.

In the past, Dr.

Singh has served as a Lead Director

on the board of directors of Max Healthcare, and as a Senior Advisor to the Tata Trusts Cancer program, which developed a “plan

centrally, deliver locally” platform for cancer care, and delivered it via comprehensive cancer centers built bespoke with funding

from the Tata Group.

Until 2023, he also served on the board of directors of Cadila Pharmaceuticals.

Prior to joining Artiman, Dr.

was the President and CEO of BioImagene, a company specializing in AI-based Cancer Diagnostics, based in California.

BioImagene was acquired

by Roche Pharmaceuticals in September 2010.

Before BioImagene, Dr.

Singh spent nearly twenty years at Siemens in various roles, in the

United States and Germany, most recently as the global CEO of Siemens Oncology, and Siemens Digital Imaging Systems.

Before transitioning

to these executive responsibilities, Dr.

Singh spent several years in R&D at Siemens Research in Princeton, responsible for research

in the areas of artificial intelligence and robotics.

During this time, he concurrently served as an adjunct faculty at Princeton University.

Singh has a Ph.D.

in Computer Science from Columbia University, a Master’s degree in Computer Engineering from Syracuse University,

and a Bachelor’s in Electrical Engineering from Indian Institute of Technology (IIT) in Varanasi, India.

He has published two books

and numerous refereed articles and holds five patents.

His Top-10 Book Review is carried by various blogs and reading journals in December

Singh brings to our board significant experience in the biotech industry and diagnostic field, particularly in a commercial

execution capacity.

a PhD in Biology and qualified as lecturer in neurosciences at the Biozentrum, University of Basel (Switzerland).

Meier brings to

our board experience as an internationally recognized scientist with track record in clinical research of orphan diseases.

Board of Directors and Corporate Governance

Our business and affairs are organized under the

direction of our Board, which currently consists of five members.

direction of our Board, which currently consists of four members.

Our Board is divided into three classes, Class I, Class II and Class

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Our directors are divided among the three classes as follows:

the Class I directors are Simon Tarsh and Thomas Meier, and their term will expire at our 2025 annual meeting of stockholders;

the Class II director is Andrew Oakley, and his term will expire at our 2026 annual meeting of stockholders;

the Class III directors are Timothy Ramdeen and Ajit Singh, and their term will expire at our 2025 annual meeting of stockholders.

the Class I directors are Sarah Romano and Thomas Meier, and their terms will expire at our 2028 annual meeting of stockholders;

the Class II director is Andrew Oakley, and his term will expire at

our 2026 annual meeting of stockholders;

the Class III director is Timothy Ramdeen, and his term will expire

at our 2027 annual meeting of stockholders.

Our Amended and Restated Certificate of Incorporation

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our directors should have the highest professional and personal ethics and values, consistent with our longstanding values and standards.

They should have broad experience at the policy-making level in business, exhibit commitment to enhancing stockholder value and have sufficient

time to carry out their duties and to provide insight and practical wisdom based on their past experience.

They should have broad experience at the policy-making level in business, exhibit commitment to enhancing stockholder value and have

sufficient time to carry out their duties and to provide insight and practical wisdom based on their past experience.

Committees of the Board

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compensation and nominating and corporate governance—each of which operates under a charter that has been adopted by our Board.

Copies of each committee’s charter are posted on the “Investor Relations” section of our website, which is located at

https://onconetix.com/corporate-governance/governance-overview .

Copies of each committee’s charter are posted on the “Investor Relations” section of our website, which is located

at https://onconetix.com/corporate-governance/governance-overview .

Each committee has the composition and responsibilities described

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Our audit committee (“ Audit Committee ”)

consists of Simon Tarsh, who is the chair of the committee, Timothy Ramdeen, and Andrew Oakley.

Our Board has determined that each of

the members of our Audit Committee satisfies the Nasdaq Marketplace Rules and SEC independence requirements.

consists of Sarah Romano, who is the chair of the committee and financial expert, Timothy Ramdeen, and Andrew Oakley.

Our Board has determined

that each of the members of this Committee satisfies the Nasdaq Marketplace Rules independence requirements.

The functions of this committee

include, among other things:

evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and discussing the statements and reports with our independent auditors and management;

reviewing with our independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy, and effectiveness of our financial controls;

reviewing and approving, in accordance with the Company’s policies, any related party transaction as defined by applicable rules and regulations

reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented;

reviewing and evaluating on an annual basis the performance of the audit committee, including compliance of the audit committee with its charter.

evaluating the performance, independence and qualifications of our

independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

reviewing and approving the engagement of our independent auditors

to perform audit services and any permissible non-audit services;

reviewing our annual and quarterly financial statements and reports,

including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and

Results of Operations” and discussing the statements and reports with our independent auditors and management;

reviewing with our independent auditors and management significant

issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy,

and effectiveness of our financial controls;

reviewing and approving, in accordance with the Company’s policies,

any related party transaction as defined by applicable rules and regulations

reviewing our major financial risk exposures, including the guidelines

and policies to govern the process by which risk assessment and risk management is implemented;

reviewing and evaluating on an annual basis the performance of the

audit committee, including compliance of the audit committee with its charter.

The Board has determined

that Simon Tarsh qualifies as an “audit committee financial expert” within the meaning of applicable SEC regulations and meets

the financial sophistication requirements of the Nasdaq Marketplace Rules.

In making this determination, the Board has considered Mr.

Tarsh’s extensive financial experience and business background.

Both our independent registered public accounting firm and management

periodically meet privately with our Audit Committee.

that Sarah Romano qualifies as an “audit committee financial expert” within the meaning of applicable SEC regulations and

meets the financial sophistication requirements of the Nasdaq Marketplace Rules.

In making this determination, the Board has considered

Romano’s extensive financial experience and business background.

Both our independent registered public accounting firm and

management periodically meet privately with our Audit Committee.

Compensation Committee

Our compensation committee (“ Compensation

Committee ”) consists of Thomas Meier, who is the chair of the committee, Simon Tarsh, and Timothy Ramdeen.

Committee ”) consists of Thomas Meier, who is the chair of the committee, Andrew Oakley, and Timothy Ramdeen.

Our board of directors

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functions of this committee include, among other things:

reviewing, modifying, and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) our overall compensation strategy and policies;

reviewing and approving the compensation, the performance goals, and objectives relevant to the compensation, and other terms of employment of our executive officers;

reviewing and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending, or terminating existing plans and programs;

reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;

reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC;

reviewing, modifying, and approving (or if it deems appropriate, making

recommendations to the full board of directors regarding) our overall compensation strategy and policies;

reviewing and approving the compensation, the performance goals, and

objectives relevant to the compensation, and other terms of employment of our executive officers;

reviewing and approving (or if it deems appropriate, making recommendations

to the full board of directors regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as

well as modifying, amending, or terminating existing plans and programs;

reviewing and approving the terms of any employment agreements, severance

arrangements, change in control protections and any other compensatory arrangements for our executive officers;

reviewing with management and approving our disclosures under the caption

“Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC;

preparing the report that the SEC requires in our annual proxy statement.

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Our nominating and corporate governance committee

(“ Nominating Committee ”) consists of Timothy Ramdeen, who is the chair of the committee, and Simon Tarsh.

(“ Nominating Committee ”) consists of Timothy Ramdeen, who is the chair of the committee, and Andrew Oakley.

has determined that each of the members of this committee satisfies the Nasdaq Marketplace Rules independence requirements.

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of this committee include, among other things:

identifying, reviewing, and evaluating candidates to serve on our board of directors consistent with criteria approved by our board of directors;

evaluating director performance on the board and applicable committees of the board and determining whether continued service on our board is appropriate;

evaluating, nominating, and recommending individuals for membership on our board of directors;

evaluating nominations by stockholders of candidates for election to our board of directors.

identifying, reviewing, and evaluating candidates to serve on our board

of directors consistent with criteria approved by our board of directors;

evaluating director performance on the board and applicable committees

of the board and determining whether continued service on our board is appropriate;

evaluating, nominating, and recommending individuals for membership

on our board of directors;

evaluating nominations by stockholders of candidates for election to

our board of directors.

Board Leadership Structure

Our board of directors is free to select the Chairman

of the board of directors and the Chief Executive Officer in a manner that it considers to be in the best interests of our company at

the time of selection.

Currently, Karina Fedasz serves as our Interim Chief Executive Officer and Interim Chief Financial Officer.

five members of our board of directors have been deemed to be “independent” by the board of directors, which we believe provides

sufficient independent oversight of our management.

of the Board and the Chief Executive Officer in a manner that it considers to be in the best interests of our company at the time of selection.

Currently, Karina Fedasz serves as our Interim Chief Executive Officer and Interim Chief Financial Officer and Andrew Oakley serves as

Non-Executive Chairman of the Board and Lead Independent Director.

All four members of our Board have been deemed to be “independent”

by the board of directors, which we believe provides sufficient independent oversight of our management.

Our board of directors, as a whole and also at

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financial and operational items with our management and our independent registered public accounting firm.

Our board of directors is in

regular contact with our Chief Executive Officer, who reports directly to the board of directors and supervises day-to-day risk management.

Our board of directors is

in regular contact with our Chief Executive Officer, who reports directly to the board of directors and supervises day-to-day risk management.

Role of Board in Risk Oversight Process

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Our board of directors has oversight responsibility

relating to risks that could affect the corporate strategy, business objectives, compliance, operations, and the financial condition and

performance of our Company.

relating to risks that could affect the corporate strategy, business objectives, compliance, operations, and the financial condition

and performance of our Company.

Our board of directors focuses its oversight on the most significant risks facing us and, on our processes

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at annual stockholder meetings, directors are encouraged to attend these annual meetings.

All of our directors attended our 2024 virtual

annual meeting of stockholders held on September 5, 2024

All of our directors virtually attended our

2025 annual meeting of stockholders held on December 5, 2025.

Number of Meetings

During the fiscal year ended December 31, 2025,

our Board met eighteen times, the audit committee met five times, the compensation committee met four times, and the nominating and corporate

governance committee met two times.

In the fiscal year ended December 31, 2024, each of our directors attended at least 75% of the meetings

of the Board and committees on which he served as a member.

our Board met twenty-five times, the audit committee met six times, the compensation committee met five times, and the nominating and

corporate governance committee met one time.

In the fiscal year ended December 31, 2025, each of our directors attended at least 75%

of the meetings of the Board and committees on which he served as a member.

Code of Business Conduct and Ethics

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Insider Trading Policy

We have adopted insider trading policies and procedures

governing the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees, which are reasonably

designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards (the “ Insider

Trading Policy ”).

The foregoing

description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions

of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

Compensation Recovery Policy

On January 17, 2024, our Board adopted a policy

(commonly known as a “clawback” policy) which provides for the recovery of erroneously awarded incentive compensation to certain

of our officers in the event that we are required to prepare an accounting restatement due to material noncompliance by us with any financial

reporting requirements under the federal securities laws.

This policy is designed to comply with Section 10D of the Securities Exchange

Act of 1934, as amended, related rules and the listing standards of Nasdaq Stock Market or any other securities exchange on which our

shares are listed in the future.

The policy is administered by our Board or, if so designated by the Board, the Compensation Committee.

Any determinations made by the Board shall be final and binding on all affected individuals.

The individuals covered by the policy (the “Covered

Executives”) are any current or former employee who is or was identified as our president, principal financial officer, principal

accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge of a principal business unit,

division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other

person (including any executive officer of our subsidiaries or affiliates) who performs similar policy-making functions for us.

The policy covers our recoupment of “Incentive-Based

Compensation” (as defined in the policy) received by a person after beginning service as a Covered Executive and who served as a

Covered Executive at any time during the performance period for that Incentive-Based Compensation.

In the event we are required to prepare

an accounting restatement, the policy requires us to recover, reasonably promptly, any excess incentive compensation (as determined by

our Board or Compensation Committee) received by any Covered Executive during the three completed fiscal years immediately preceding the

date on which we are required to prepare such accounting restatement.

The foregoing description of our clawback does

not purport to be complete and is qualified in its entirety by the terms and conditions of such policy, a copy of which is filed as an

exhibit to the registration statement filed on October 8, 2021 and is incorporated herein by reference.

We have adopted insider trading policies and

procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees, which are

reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards (the

“ Insider Trading Policy ”).

The foregoing description of the Insider Trading

Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a

copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

Communications with the Board

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Section 16(a) of the Exchange Act requires the

Company’s directors, executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities,

to file with the SEC reports of beneficial ownership and reports of changes in beneficial ownership in the Company’s securities.

Based solely upon a review of Forms 3, 4 and 5, and amendments thereto, filed electronically with the SEC during the year ended December

31, 2024, the Company believes that all Section 16(a) filings applicable to its directors, officers, and 10% stockholders were filed on

a timely basis during the year ended December 31, 2024, except that due to an administrative oversight, a Form 4 was not timely filed

to report a transaction that occurred in December 2024 by each of Christian Brühlmann and Ralph Schiess.

Company’s directors, executive officers, and persons who own more than 10% of a registered class of the Company’s equity

securities, to file with the SEC reports of beneficial ownership and reports of changes in beneficial ownership in the Company’s

Based solely upon a review of Forms 3, 4 and 5, and amendments thereto, filed electronically with the SEC during the year

ended December 31, 2025, the Company believes that all Section 16(a) filings applicable to its directors, officers, and 10% stockholders

were filed on a timely basis during the year ended December 31, 2025.

Executive Compensation.

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Ralph Schiess (2)

Former Chief Executive Officer and Former Chief Science Officer

Neil Campbell (4)

158,333 (5)

Former Chief Executive Officer

Bruce Harmon (6)

Former Chief Financial Officer

Christian Brühlmann (8)

Former Chief Strategy Officer

Former Chief Executive Officer and

Former Chief Science Officer

Karina Fedasz (4)

Interim Chief Executive Officer and Interim Chief Financial Officer

This figure represents the aggregate grant date fair value of stock-based awards granted in the fiscal year, computed in accordance with the provisions of FASB ASC 718.

Assumptions used in the calculation of these amounts are included in the notes to our consolidated financial statements included elsewhere in this Report.

Does not include restricted stock units (“RSUs”) granted to Ralph Schiess and Christian Brühlmann, as such RSUs were granted in exchange for options to purchase shares of Proteomedix AG (“PMX”), pursuant to the Share Exchange Agreement, dated December 13, 2023, between the Company and PMX, and not as compensation for services rendered to the Company.

Schiess was appointed as Interim Chief Executive Officer on January 12, 2024 and as Chief Science Officer on December 15, 2023.

His salary for 2023 is noted as pro-rata for such time as effective in 2023.

The bonus for Mr.

Schiess noted in 2023 is for the amount earned in 2023 but paid in full in 2024.

Schiess was awarded a bonus of $40,000 for his role as Interim Chief Executive Officer.

A 2024 bonus for services rendered as Chief Science Officer during the fiscal year ended December 31, 2024 is omitted as it cannot be calculated because it has not yet been determined.

If and when such amount becomes calculable in whole or part, the Company will disclose such amounts on a Current Report on Form 8-K

Campbell was appointed by the Board to serve as Chief Executive Officer on October 4, 2023, and resigned on January 10, 2024.

Campbell received a severance payment of $158,333,

Harmon was appointed by the Board to serve as Chief Financial Officer on October 4, 2023 and resigned as Chief Financial Officer on June 8, 2024.

Harmon received a severance of $66,153 upon his resignation.

Brühlmann was appointed as Chief Strategy Officer on December 15, 2023.

His salary for 2023 is noted as pro-rata for such time as effective in 2023.

The bonus for Mr.

Brühlmann noted in 2023 is for the amount earned in 2023 but paid in full in 2024.

A 2024 bonus for services rendered as Chief Strategy Officer during the fiscal year ended December 31, 2024 is omitted as it cannot be calculated because it has not yet been determined.

When such amount becomes calculable in whole or part, the Company will disclose such amounts on a Current Report on Form 8-K.

Fedasz was appointed Interim Chief Financial Officer effective June 10, 2024 and Interim Chief Executive Officer effective April 2, 2025.

Interim Chief Executive Officer and

Interim Chief Financial Officer

This figure represents the aggregate grant date fair value of stock-based

awards granted in the fiscal year, computed in accordance with the provisions of FASB ASC 718.

Assumptions used in the calculation

of these amounts are included in the notes to our consolidated financial statements included elsewhere in this Report.

Schiess was appointed as Interim Chief Executive Officer on January

12, 2024 and as Chief Science Officer on December 15, 2023.

Schiess resigned from Interim Chief Executive Officer on February

24, 2025 and Chief Science Officer on May 31, 2025.

Schiess was awarded a bonus of $40,000 for his role as Interim

Chief Executive Officer.

Fedasz was appointed Interim Chief Financial Officer effective

June 10, 2024 and Interim Chief Executive Officer effective April 2, 2025.

Fedasz was awarded a bonus of $45,000 for her role as Interim Chief

Executive Officer.

Employment Agreements of Named Executive Officers

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to contain all of the material terms and conditions of each such agreement.

Neil Campbell

In connection with Dr.

Campbell’s appointment,

the Company and Dr.

Campbell entered into an employment agreement (the “Campbell Employment Agreement”), pursuant to which

Campbell served as President and Chief Executive Officer of the Company and was paid a signing bonus of $75,000 and an annual base

salary of $475,000.

In addition, Dr.

Campbell was entitled to receive, subject to employment by the Company on the applicable date of

the bonus payout, an annual target discretionary bonus of up to 50% of his annual base salary, payable at the discretion of the Compensation

Committee of the Board.

Campbell was also eligible to receive healthcare benefits as may be provided from time to time by the Company

to its employees generally, and to receive paid time off annually.

Pursuant to the Campbell Employment Agreement,

Campbell was granted a long-term equity incentive grant in the form of an option to purchase 3% of the total outstanding shares of

the Company’s common stock as of the Effective Date.

Such award vests in quarterly increments over a period of three years from

the Effective Date, subject to Dr.

Campbell’s continued employment by the Company on the applicable vesting date.

option grant has an exercise price per share equal to $0.4305, which was the closing price of the Company’s common stock on Nasdaq

on the grant date.

Pursuant to the Campbell Employment Agreement,

Campbell agreed to be bound by certain non-compete and non-solicitation covenants contained therein.

Effective as of January 10, 2024, Dr.

Campbell resigned as President

and Chief Executive Officer and a member of the Board.

The Company entered into a Release of Claims with Dr.

Campbell, pursuant to which

Campbell will receive a severance payment of $158,333 in two equal payments.

In connection with Mr.

Harmon’s appointment,

the Company and Mr.

Harmon entered into an employment agreement (the “Harmon Employment Agreement”), pursuant to which Mr.

Harmon will serve as Chief Financial Officer of the Company and will be paid an annual base salary of $325,000.

In addition, Mr.

is entitled to receive, subject to employment by the Company on the applicable date of bonus payout, an annual target discretionary bonus

of up to 30% of his annual base salary, payable at the discretion of the Compensation Committee of the Board.

Pursuant to the Harmon Employment

Agreement, Mr.

Harmon is also eligible to receive healthcare benefits as may be provided from time to time by the Company to its employees

generally, and to receive paid time off annually.

Pursuant to the Harmon Employment Agreement, Mr.

Harmon was granted a long-term equity incentive grant in the form of an option to purchase 1% of the total outstanding shares of the Company’s

common stock as of the Effective Date.

Such award vests in quarterly increments over a period of three years from the Effective Date,

subject to Mr.

Harmon’s continued employment by the Company on the applicable vesting date.

Harmon’s option grant has

an exercise price per share equal to $0.4305, which was the closing price of the Company’s common stock on the Nasdaq Stock Market

on the grant date.

Pursuant to the Harmon Employment Agreement, Mr.

Harmon agreed to be bound by certain non-compete and non-solicitation covenants contained therein.

Harmon resigned as Chief Financial Officer

of the Company effective as of June 8, 2024.

On June 10, 2024, the Company entered into a Release Agreement with Mr.

Harmon, which provides

for two months of severance payment.

Christian Brühlmann

In November 2011, Christian Brühlmann entered

into an employment agreement with Proteomedix (as amended, the “Brühlmann Employment Agreement”), pursuant to which Mr.

Brühlmann serves as Chief Financial Officer of Proteomedix and was paid a base salary of 233,100 Swiss francs (“CHF”)

in the fiscal year ended December 31, 2024.

Brühlmann is also eligible to participate in the stock option plan sponsored by Proteomedix

(the “PMX Option Plan”) and to receive accident insurance, sick pay insurance, a pension plan, and certain government-mandated

child allowance benefits.

Pursuant to the Brühlmann Employment Agreement,

Brühlmann agreed to be bound by certain non-compete and non-solicitation covenants contained therein.

The Brühlmann Employment Agreement may be

terminated with notice in writing by either Proteomedix or Mr.

In the event of a change of control, either party must

give twelve months’ notice, but for a period starting six months prior to and two years after a change of control becomes effective,

Proteomedix must, upon request of Mr.

Brühlmann, release him from his working obligations (“Garden Leave”) within 30

days after receipt of such request.

During the Garden Leave, Mr.

Brühlmann may enter into consulting arrangements and accept board

positions, provided that Mr.

Brühlmann’ statutory and contractual confidentiality, non-competition and non-solicitation obligations

remain unchanged and in effect.

If the termination of the Brühlmann Employment Agreement is for any other reason than a change of

control, then either party must give five months’ notice.

On February 18, 2025, Christian Brühlmann

resigned from his position as Chief Strategy Officer of the Company, effective immediately.

Brühlmann will remain in his position

as Chief Business Officer of Proteomedix AG.

Ralph Schiess

In November 2011, Ralph Schiess entered into an

employment agreement with Proteomedix (as amended, the “Schiess Employment Agreement”), pursuant to which Dr.

Schiess serves

as Chief Executive Officer of Proteomedix and was paid a base salary of CHF 233,100 in the fiscal year ended December 31, 2023.

is also eligible to participate in the PMX Option Plan and to receive accident insurance, sick pay insurance, a pension plan, and certain

government-mandated child allowance benefits.

In November 2011, Ralph Schiess entered into

an employment agreement with Proteomedix (as amended, the “Schiess Employment Agreement”), pursuant to which Dr.

serves as Chief Executive Officer of Proteomedix and was paid a base salary of CHF 233,100 in the fiscal year ended December 31, 2023.

Schiess is also eligible to participate in the PMX Option Plan and to receive accident insurance, sick pay insurance, a pension plan,

and certain government-mandated child allowance benefits.

Schiess received a bonus of CHF 90,804 for 2023.

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During the Garden Leave, Dr.

enter into consulting arrangements and accept board positions, provided that Dr.

may enter into consulting arrangements and accept board positions, provided that Dr.

Schiess’ statutory and contractual confidentiality,

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Schiess resigned from

his positions as the Interim Chief Executive Officer and Chief Science Officer of the Company, effective immediately, and from his position

as Chief Executive Officer of Proteomedix, effective May 31, 2025.

his positions as the Interim Chief Executive Officer and Chief Science Officer of the Company, effective as of the date.

On May 31, 2025,

Schiess resigned from his position as Chief Executive Officer of Proteomedix, effective as of that date.

Karina Fedasz

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Fedasz will serve as Interim Chief Financial Officer of the Company and will be paid

$15,000 per month for up to 80 hours of monthly service to the Company and will provide signatory services for $2,500 per month.

Consulting Agreement is for a term of one year, subject to early termination by either party upon thirty (30) days’ written notice.

$15,000 per month for up to 80 hours of monthly service to the Company and $200 per hour thereafter, and will provide signatory services

for $2,500 per month.

The Fedasz Consulting Agreement is for a term of one year, subject to early termination by either party upon thirty

(30) days’ written notice.

On April 2, 2025, Ms.

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Chief Executive Officer of the Company.

No additional compensation was granted in connection with this appointment.

No additional compensation was granted in connection with this appointment at that time.

Fedasz was granted a bonus of $45,000, to be paid in January 2026, for her role as Interim Chief Executive Officer during

2025, and an increase in compensation of $5,000 per month, effective January 1, 2026, for her service as Interim Chief Executive Officer.

Potential Payments Upon Termination or Change-in-Control

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The Board has approved cash and equity compensation

of directors, such that we pay each of our non-employee directors an annual cash retainer for service on the Board and for service on

for directors, such that we pay each of our non-employee directors an annual cash retainer for service on the Board and for service on

each committee on which the director is a member.

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Chair of the Nominating and Corporate Governance Committee

Certain members of our Board have voluntarily

elected to waive payment of their annual cash retainers.

Additionally, each non-director will receive an

annual grant of restricted stock awards equal to 0.04% of the shares of Common Stock outstanding as of the date of the Company’s

annual meeting, such restricted stock vesting approximately one year from the grant dates and upon the director’s death or disability

or upon a change of control of the Company.

Additionally, each non-director will receive an annual grant of restricted

stock awards equal to 0.04% of the shares of Common Stock outstanding as of the date of the Company’s annual meeting, such restricted

stock vesting approximately one year from the grant dates and upon the director’s death or disability or upon a change of control

of the Company.

Sarah Romano elected not to receive her grant of restricted stock for 2026.

Our Compensation Committee will continue to review

and make recommendations to the Board regarding compensation of directors, including equity-based plans.

and make recommendations to the Board regarding compensation for directors, including equity-based plans.

We will reimburse our non-employee

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James Sapirstein (6)

This figure represents the aggregate grant date fair value of stock-based awards granted in the fiscal year, computed in accordance with the provisions of FASB ASC 718.

Assumptions used in the calculation of these amounts are included in the notes to our consolidated financial statements included elsewhere in this Report.

Represents fees earned for serving as a member of the Board.

These directors were each granted 3,318 shares of restricted stock on September 26, 2024, which vest on August 31, 2025.

Ajit Singh (8)

Simon Tarsh (10)

Andrew Oakley

This figure represents the aggregate grant date fair value of stock-based

awards granted in the fiscal year, computed in accordance with the provisions of FASB ASC 718.

Assumptions used in the calculation

of these amounts are included in the notes to our consolidated financial statements included elsewhere in this Report.

Represents fees earned by Mr.

Meier, for serving as a member of the

Board and Chairman of the Compensation Committee, totaling $60,000

These directors were each granted 618 shares of restricted stock on

August 15, 2025, which vest on August 16, 2026.

All such shares are unvested and remain outstanding as of December 31, 2025.

Represents fees earned for serving as a seller’s representative in connection with the PMX merger.

Represents fees earned by Mr.

Ramdeen, for serving as a member of the Board, Audit Committee, and Compensation Committee, as well as Chairman of the Nominating Governance Committee totaling $72,500.

Ramdeen, for serving as a member of the

Board, Audit Committee, and Compensation Committee, as well as Chairman of the Nominating Governance Committee totaling $72,500.

Represents fees earned by Mr.

Sapirstein, for serving as a member of the Board, Audit Committee, and Nominating Governance Committee, as well as Chairman of the Compensation Committee, totaling $75,000.

This figure also includes $101,250 of fees earned by Mr.

Sapirstein for his role as Lead Independent Director and non-executive Chairman of the Board.

Singh was granted 3,318 shares of restricted stock, which vest on August 31, 2025.

All such shares are unvested and remain outstanding as of December 31, 2024.

Sing was also granted 78 shares on February 14, 2024 when he joined the Board, which vested in full on June 30, 2024.

Sapirstein for serving as a member of

the Board and Executive Chairman from February 24, 2025 until March 28, 2025.

As of March 28, 2025, James Sapirstein resigned as Executive Chairman

and member of the Board.

Represents fees earned for serving as a member of the Board.

As of August 10, 2025, Ajit Singh resigned as a member of the Board.

Represents fees earned by Mr.

Tarsh for serving as a member of the Board, Compensation Committee, and Nominating Governance Committee, as well as Chairman of the Audit Committee, totaling $82,500.

As of March 28, 2025, James Sapirstein resigned as Executive Chairman and a member of the Board.

Tarsh for serving as a member of the

Board, Compensation Committee, and Nominating Governance Committee, as well as Chairman of the Audit Committee, totaling $76,671.

Simon Tarsh served as Chairman of the Audit Committee and member of

the Board until December 5, 2025 and as a member of the Compensation Committee and Nominating Governance Committee until October

As a result of his resignation, his grant of restricted stock, awarded on August 15, 2025, was accordingly forfeited.

Represents fees earned by Mr.

Oakley for serving as a member of the

Board, member of the Compensation Committee, member of the Audit Committee, member of the Nominating Governance Committee, and Lead

Independent Director, totaling $248,657.

Oakley was paid $36,000 per month for his role as the Lead Independent Director, effective

July 12, 2025.

Oakley was granted 20 shares of restricted stock on February 24,

2025, when he joined the Board, which vest on August 31, 2026.

All such shares are unvested and remain outstanding as of December

Represents fees earned by Ms.

Romano for serving as a member of the

Board and Chairman of the Audit Committee.

Securities Authorized for Issuance under

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Securities to

and Rights (a)

Available for

column (a)) (c)

Equity compensation plans approved by stockholders

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2022 Plan (3)

The 2019 Plan permits grants of equity awards to employees, directors, consultants, and other independent contractors.

Our board of directors and stockholders have approved a total reserve of 35,000 shares for issuance under the 2019 Plan.

Once the 2022 Plan became effective, no further grants were made under the 2019 Plan and all shares that remained available for the issuance of awards under our 2019 Plan as of immediately prior to the time our 2022 Plan became effective were rolled over into the 2022 Plan.

The 2022 Plan permits grants of equity awards to employees, directors, consultants, and other independent contractors.

Our board of directors and stockholders have approved a total reserve of 1,450,000 shares for issuance under the 2022 Plan, of which 719,660 are remaining.

The following table provides

information as of December 31, 2024, regarding common stock of Proteomedix that may be issued under a stock option plan sponsored by Proteomedix

(the “PMX Option Plan”).

Plan category:

Securities to

Available for

column (a)) (c)

Equity compensation plans approved by Proteomedix board of directors

PMX Option Plan (1)

The PMX Option Plan permits grants of equity awards to employees and consultants.

The board of directors of Proteomedix approves shares issued under this plan and there is no maximum number of shares that may be issued.

The PMX Option Plan does not have a maximum number of shares that may be issued.

The 2019 Plan permits grants of equity awards to employees, directors,

consultants, and other independent contractors.

Our board of directors and stockholders have approved a total reserve of 411 shares

for issuance under the 2019 Plan.

Once the 2022 Plan became effective, no further grants were made under

the 2019 Plan and all shares that remained available for the issuance of awards under our 2019 Plan as of immediately prior to the

time our 2022 Plan became effective were rolled over into the 2022 Plan.

The 2022 Plan permits grants of equity awards to employees, directors,

consultants, and other independent contractors.

Our board of directors and stockholders have approved a total reserve of 17,058 shares

for issuance under the 2022 Plan, of which 7,899 are remaining.

2022 Equity Incentive Plan

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Initially, the maximum

number of shares of our common stock that may be issued under our 2022 Plan was 40,000 shares of our common stock, which is the sum of

(i) 5,000 new shares, plus (ii) an additional number of shares not to exceed 35,000 (calculated after giving effect to the Pre-IPO Stock

Split), consisting of (A) shares that remain available for the issuance of awards under our 2019 Plan as of immediately prior to the time

our 2022 Plan becomes effective and (B) shares of our common stock subject to outstanding stock options or other stock awards granted

under our 2019 Plan that, on or after the 2022 Plan becomes effective, terminate or expire prior to exercise or settlement;

number of shares of our common stock that may be issued under our 2022 Plan was 470 shares of our common stock, which is the sum of (i)

59 new shares, plus (ii) an additional number of shares not to exceed 411 (calculated after giving effect to the Pre-IPO Stock Split),

consisting of (A) shares that remain available for the issuance of awards under our 2019 Plan as of immediately prior to the time our

2022 Plan becomes effective and (B) shares of our common stock subject to outstanding stock options or other stock awards granted under

our 2019 Plan that, on or after the 2022 Plan becomes effective, terminate or expire prior to exercise or settlement;

are not issued

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are forfeited because of the failure to vest;

or are reacquired or withheld (or not issued) to satisfy

a tax withholding obligation or the purchase or exercise price, if any, as such shares become available from time to time.

or are reacquired or withheld (or not issued) to

satisfy a tax withholding obligation or the purchase or exercise price, if any, as such shares become available from time to time.

On August 22, 2022, at the Company’s 2022

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an additional 161 shares of common stock that may be issued under the 2022 Plan.

On September 5, 2024, at the Company’s 2024

annual meeting of stockholders, the Company’s stockholders approved an additional 1,371,250 shares of common stock that may be issued

under the 2022 Plan.

On September 5, 2024, at the Company’s 2024 annual

meeting of stockholders, the Company’s stockholders approved an additional 16,132 shares of common stock that may be issued under

the 2022 Plan.

The number of shares of common stock available

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the exercise of ISOs under our 2022 Plan is equal to the number of shares reserved under the 2022 Plan at any time.

Shares subject to stock awards granted under our

2022 Plan that expire or terminate without being exercised in full or that are paid out in cash rather than in shares do not reduce the

number of shares available for issuance under our 2022 Plan.

Shares withheld under a stock award to satisfy the exercise, strike, or purchase

price of a stock award or to satisfy a tax withholding obligation do not reduce the number of shares available for issuance under our

If any shares of our common stock issued pursuant to a stock award are forfeited back to or repurchased or reacquired by us

(i) because of a failure to meet a contingency or condition required for the vesting of such shares, (ii) to satisfy the exercise, strike

or purchase price of an award or (iii) to satisfy a tax withholding obligation in connection with an award, the shares that are forfeited

or repurchased or reacquired will revert to and again become available for issuance under the 2022 Plan.

Any shares previously issued

which are reacquired in satisfaction of tax withholding obligations or as consideration for the exercise or purchase price of a stock

award will again become available for issuance under the 2022 Plan.

The number of shares available for issuance under our 2022 Plan will

increase by 1.20 shares for each share subject to restricted stock units or other full value awards (not including stock options or stock

appreciation rights) which are forfeited or reacquired for the reasons described in the preceding two sentences.

Shares subject to stock awards granted under

our 2022 Plan that expire or terminate without being exercised in full or that are paid out in cash rather than in shares do not reduce

the number of shares available for issuance under our 2022 Plan.

Shares withheld under a stock award to satisfy the exercise, strike,

or purchase price of a stock award or to satisfy a tax withholding obligation do not reduce the number of shares available for issuance

under our 2022 Plan.

If any shares of our common stock issued pursuant to a stock award are forfeited back to or repurchased or reacquired

by us (i) because of a failure to meet a contingency or condition required for the vesting of such shares, (ii) to satisfy the exercise,

strike or purchase price of an award or (iii) to satisfy a tax withholding obligation in connection with an award, the shares that are

forfeited or repurchased or reacquired will revert to and again become available for issuance under the 2022 Plan.

Any shares previously

issued which are reacquired in satisfaction of tax withholding obligations or as consideration for the exercise or purchase price of

a stock award will again become available for issuance under the 2022 Plan.

The number of shares available for issuance under our 2022

Plan will increase by 1.20 shares for each share subject to restricted stock units or other full value awards (not including stock options

or stock appreciation rights) which are forfeited or reacquired for the reasons described in the preceding two sentences.

Plan Administration.

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all of the power delegated to our Compensation Committee.

The Compensation Committee may delegate to one or more of our officers the authority

to (i) designate employees (other than officers) to receive specified stock awards and (ii) determine the number of shares subject to

such stock awards.

Under our 2022 Plan, our Compensation Committee has the authority to determine award recipients, grant dates, the numbers

and types of stock awards to be granted, the applicable fair market value, and the provisions of each stock award, including the period

of exercisability and the vesting schedule applicable to a stock award.

The Compensation Committee may delegate to one or more of our officers the

authority to (i) designate employees (other than officers) to receive specified stock awards and (ii) determine the number of shares

subject to such stock awards.

Under our 2022 Plan, our Compensation Committee has the authority to determine award recipients, grant

dates, the numbers and types of stock awards to be granted, the applicable fair market value, and the provisions of each stock award,

including the period of exercisability and the vesting schedule applicable to a stock award.

Stock Options.

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be less than 100% of the fair market value of our common stock on the date of grant.

Options granted under the 2022 Plan vest at the rate

specified in the stock option agreement as determined by the Compensation Committee.

Options granted under the 2022 Plan vest at the

rate specified in the stock option agreement as determined by the Compensation Committee.

The Compensation Committee determines the term

of stock options granted under the 2022 Plan, up to a maximum of 10 years.

Unless the terms of an option holder’s stock option agreement,

or other written agreement between us and the recipient approved by the Compensation Committee, provide otherwise, if an option holder’s

service relationship with us or any of our affiliates ceases for any reason other than disability, death or cause, the option holder may

generally exercise any vested options for a period of three months following the cessation of service.

This period may be extended in

the event that exercise of the option is prohibited by applicable securities laws.

If an option holder’s service relationship with

us or any of our affiliates ceases due to death, or an option holder dies within a certain period following cessation of service, the

option holder or a beneficiary may generally exercise any vested options for a period of 18 months following the date of death.

option holder’s service relationship with us or any of our affiliates ceases due to disability, the option holder may generally

exercise any vested options for a period of 12 months following the cessation of service.

In the event of a termination for cause, options

generally terminate upon the termination date.

In no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of common

stock issued upon the exercise of a stock option will be determined by the Compensation Committee and may include (i) cash, check, bank

draft or money order, (ii) a broker-assisted cashless exercise, (iii) the tender of shares of our common stock previously owned by the

option holder, (iv) a net exercise of the option if it is an NSO or (v) other legal consideration approved by the Board of Directors.

Unless the terms of an option holder’s stock option

agreement, or other written agreement between us and the recipient approved by the Compensation Committee, provide otherwise, if an option

holder’s service relationship with us or any of our affiliates ceases for any reason other than disability, death or cause, the

option holder may generally exercise any vested options for a period of three months following the cessation of service.

may be extended in the event that exercise of the option is prohibited by applicable securities laws.

If an option holder’s service

relationship with us or any of our affiliates ceases due to death, or an option holder dies within a certain period following cessation

of service, the option holder or a beneficiary may generally exercise any vested options for a period of 18 months following the date

If an option holder’s service relationship with us or any of our affiliates ceases due to disability, the option holder

may generally exercise any vested options for a period of 12 months following the cessation of service.

In the event of a termination

for cause, options generally terminate upon the termination date.

In no event may an option be exercised beyond the expiration of its

Acceptable consideration for the purchase of

common stock issued upon the exercise of a stock option will be determined by the Compensation Committee and may include (i) cash, check,

bank draft or money order, (ii) a broker-assisted cashless exercise, (iii) the tender of shares of our common stock previously owned

by the option holder, (iv) a net exercise of the option if it is an NSO or (v) other legal consideration approved by the Board of Directors.

Unless the Compensation Committee provides otherwise,

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The aggregate

fair market value, determined at the time of grant, of our common stock with respect to ISOs that are exercisable for the first time by

an award holder during any calendar year under all of our stock plans may not exceed $100,000.

fair market value, determined at the time of grant, of our common stock with respect to ISOs that are exercisable for the first time

by an award holder during any calendar year under all of our stock plans may not exceed $100,000.

Options or portions thereof that exceed

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No ISO may be granted to any person who, at the time of the grant, owns or is deemed to

own stock possessing more than 10% of our total combined voting power or that of any of our parent or subsidiary corporations unless (i)

the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (ii) the

term of the ISO does not exceed five years from the date of grant.

own stock possessing more than 10% of our total combined voting power or that of any of our parent or subsidiary corporations unless

(i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (ii)

the term of the ISO does not exceed five years from the date of grant.

Restricted Stock Unit Awards.

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and permissible under applicable law.

A restricted stock unit award may be settled by cash, delivery of stock, a combination of cash and

stock as deemed appropriate by the Compensation Committee or in any other form of consideration set forth in the restricted stock unit

award agreement.

A restricted stock unit award may be settled by cash, delivery of stock, a combination of cash

and stock as deemed appropriate by the Compensation Committee or in any other form of consideration set forth in the restricted stock

unit award agreement.

Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award.

as otherwise provided in the applicable award agreement, or other written agreement between us and the recipient approved by the Compensation

Committee, restricted stock unit awards that have not vested will be forfeited once the participant’s continuous service ends for

Except as otherwise provided in the applicable award agreement, or other written agreement between us and the recipient approved by the

Compensation Committee, restricted stock unit awards that have not vested will be forfeited once the participant’s continuous service

ends for any reason.

Restricted Stock Awards.

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A restricted stock award

may be awarded in consideration for cash, check, bank draft or money order, past or future services to us or any other form of legal consideration

that may be acceptable to our board of directors and permissible under applicable law.

The Compensation Committee determines the terms

and conditions of restricted stock awards, including vesting and forfeiture terms.

If a participant’s service relationship with

us ends for any reason, we may receive any or all of the shares of common stock held by the participant that have not vested as of the

date the participant terminates service with us through a forfeiture condition or a repurchase right.

may be awarded in consideration for cash, check, bank draft or money order, past or future services to us or any other form of legal

consideration that may be acceptable to our board of directors and permissible under applicable law.

The Compensation Committee determines

the terms and conditions of restricted stock awards, including vesting and forfeiture terms.

If a participant’s service relationship

with us ends for any reason, we may receive any or all of the shares of common stock held by the participant that have not vested as

of the date the participant terminates service with us through a forfeiture condition or a repurchase right.

Stock Appreciation Rights.

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The Compensation Committee

determines the strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of our common

stock on the date of grant.

determines the strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of our

common stock on the date of grant.

A stock appreciation right granted under the 2022 Plan vests at the rate specified in the stock appreciation

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of stock appreciation rights granted under the 2022 Plan, up to a maximum of 10 years.

If a participant’s service relationship with

us or any of our affiliates ceases for any reason other than cause, disability or death, the participant may generally exercise any vested

stock appreciation right for a period of three months following the cessation of service.

This period may be further extended in the event

that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws.

a participant’s service relationship with us, or any of our affiliates, ceases due to disability or death, or a participant dies

within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation

right for a period of 12 months in the event of disability and 18 months in the event of death.

In the event of a termination for cause,

stock appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of the individual

If a participant’s service relationship

with us or any of our affiliates ceases for any reason other than cause, disability or death, the participant may generally exercise

any vested stock appreciation right for a period of three months following the cessation of service.

This period may be further extended

in the event that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities

If a participant’s service relationship with us, or any of our affiliates, ceases due to disability or death, or a participant

dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock

appreciation right for a period of 12 months in the event of disability and 18 months in the event of death.

In the event of a termination

for cause, stock appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination

of the individual for cause.

In no event may a stock appreciation right be exercised beyond the expiration of its term.

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Performance awards may be structured so that the

stock or cash will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance

Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to,

or otherwise based on, the common stock.

stock or cash will be issued or paid only following the achievement of certain pre-established performance goals during a designated

performance period.

Performance awards that are settled in cash or other property are not required to be valued in whole or in part by

reference to, or otherwise based on, the common stock.

The performance goals may be based on any measure

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The performance goals may be based on company-wide performance

or performance of one or more business units, divisions, affiliates, or business segments, and may be either absolute or relative to the

performance of one or more comparable companies or the performance of one or more relevant indices.

Unless specified otherwise by the

board of directors at the time the performance award is granted, the board or Compensation Committee will appropriately make adjustments

or performance of one or more business units, divisions, affiliates, or business segments, and may be either absolute or relative to

the performance of one or more comparable companies or the performance of one or more relevant indices.

Unless specified otherwise by

the board of directors at the time the performance award is granted, the board or Compensation Committee will appropriately make adjustments

in the method of calculating the attainment of performance goals as follows:

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at targeted levels during the balance of a performance period following such divestiture;

(viii) to exclude the effect of any change in

the outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization,

(viii) to exclude the effect of any change

in the outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization,

merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change or any distributions to common stockholders

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may grant other awards based in whole or in part by reference to our common stock.

The Compensation Committee will set the number of shares

under the stock award (or cash equivalent) and all other terms and conditions of such awards.

The Compensation Committee will set the number of

shares under the stock award (or cash equivalent) and all other terms and conditions of such awards.

Non-Employee Director Compensation Limit.

aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including awards granted

and cash fees paid by us to such non-employee director, will not exceed $150,000 in total value;

provided that such amount will increase

to $200,000 for the first year for newly appointed or elected non-employee directors.

The aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including

awards granted and cash fees paid by us to such non-employee director, will not exceed $150,000 in total value;

provided that such amount

will increase to $200,000 for the first year for newly appointed or elected non-employee directors.

Changes to Capital Structure.

there is a specified type of change in our capital structure, such as a stock split, reverse stock split or recapitalization, appropriate

adjustments will be made to (i) the class and maximum number of shares reserved for issuance under the 2022 Plan, (ii) the class and maximum

number of shares by which the share reserve may increase automatically each year, (iii) the class and maximum number of shares that may

be issued on the exercise of ISOs and (iv) the class and number of shares and exercise price, strike price or purchase price, if applicable,

of all outstanding stock awards.

adjustments will be made to (i) the class and maximum number of shares reserved for issuance under the 2022 Plan, (ii) the class and

maximum number of shares by which the share reserve may increase automatically each year, (iii) the class and maximum number of shares

that may be issued on the exercise of ISOs and (iv) the class and number of shares and exercise price, strike price or purchase price,

if applicable, of all outstanding stock awards.

Corporate Transactions.

The following applies

to stock awards under the 2022 Plan in the event of a corporate transaction (as defined in the 2022 Plan), unless otherwise provided in

a participant’s stock award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly

The following

applies to stock awards under the 2022 Plan in the event of a corporate transaction (as defined in the 2022 Plan), unless otherwise provided

in a participant’s stock award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly

provided by the Board or Compensation Committee at the time of grant.

In the event of a corporate transaction, any stock

awards outstanding under the 2022 Plan may be assumed, continued, or substituted for by any surviving or acquiring corporation (or its

parent company), and any reacquisition or repurchase rights held by us with respect to the stock award may be assigned to the successor

(or its parent company).

If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for

such stock awards, then (i) with respect to any such stock awards that are held by participants whose continuous service has not terminated

prior to the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of

such stock awards will be accelerated in full to a date prior to the effective time of the corporate transaction (contingent upon the

effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to the

effective time of the corporate transaction, and any reacquisition or repurchase rights held by us with respect to such stock awards will

lapse (contingent upon the effectiveness of the corporate transaction), and (ii) any such stock awards that are held by persons other

than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction, except

that any reacquisition or repurchase rights held by us with respect to such stock awards will not terminate and may continue to be exercised

notwithstanding the corporate transaction.

In the event a stock award will terminate if not

exercised prior to the effective time of a corporate transaction, the board of directors may provide, in its sole discretion, that the

holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any)

of (i) the per share amount payable to holders of common stock in connection with the corporate transaction over (ii) any per share exercise

price payable by such holder, if applicable.

In addition, any escrow, holdback, earn out or similar provisions in the definitive agreement

for the corporate transaction may apply to such payment to the same extent and in the same manner as such provisions apply to the holders

of common stock.

In the event of a corporate transaction, any

stock awards outstanding under the 2022 Plan may be assumed, continued, or substituted for by any surviving or acquiring corporation

(or its parent company), and any reacquisition or repurchase rights held by us with respect to the stock award may be assigned to the

successor (or its parent company).

If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute

for such stock awards, then (i) with respect to any such stock awards that are held by participants whose continuous service has not

terminated prior to the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable)

of such stock awards will be accelerated in full to a date prior to the effective time of the corporate transaction (contingent upon

the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to

the effective time of the corporate transaction, and any reacquisition or repurchase rights held by us with respect to such stock awards

will lapse (contingent upon the effectiveness of the corporate transaction), and (ii) any such stock awards that are held by persons

other than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction,

except that any reacquisition or repurchase rights held by us with respect to such stock awards will not terminate and may continue to

be exercised notwithstanding the corporate transaction.

In the event a stock award will terminate if

not exercised prior to the effective time of a corporate transaction, the board of directors may provide, in its sole discretion, that

the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if

any) of (i) the per share amount payable to holders of common stock in connection with the corporate transaction over (ii) any per share

exercise price payable by such holder, if applicable.

In addition, any escrow, holdback, earn out or similar provisions in the definitive

agreement for the corporate transaction may apply to such payment to the same extent and in the same manner as such provisions apply

to the holders of common stock.

Plan Amendment or Termination.

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and consultants of us or any of our subsidiaries.

Once the 2022 Plan became effective, no further grants will be made under the 2019 Plan.

However, the 2019 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the 2019 Plan.

Once the 2022 Plan became effective, no further grants will be made under the 2019

However, the 2019 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the

Our 2019 Plan provides for the

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Authorized Shares .

Once the 2022 Plan became

effective, no further grants were made under the 2019 Plan and all shares that remained available for the issuance of awards under our

2019 Plan as of immediately prior to the time our 2022 Plan became effective were rolled over into the 2022 Plan.

Once the 2022 Plan

became effective, no further grants were made under the 2019 Plan and all shares that remained available for the issuance of awards under

our 2019 Plan as of immediately prior to the time our 2022 Plan became effective were rolled over into the 2022 Plan.

Plan Administration.

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of the stock option grant.

Our board of directors may grant either incentive stock options, which must comply with Code Section 422, or

non-qualified stock options.

ISO’s may only be granted to employees of the Company or a “parent corporation” or “subsidiary

corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code).

Our Administrator sets exercise prices

and terms and conditions;

except that stock options must be granted with an exercise price not less than 100% of the fair market value

of our common stock on the date of grant.

Unless our Administrator determines otherwise, fair market value means, as of a given date,

the closing price of our common stock.

At the time of grant, our board of directors determines the terms and conditions of stock options,

including the quantity, exercise price, vesting periods, term (which may not exceed 10 years) and other conditions on exercise.

to the 2019 Plan, we may only issue 35,000 ISOs.

Our board of directors may grant either incentive stock options, which must comply with Code Section 422,

or non-qualified stock options.

ISO’s may only be granted to employees of the Company or a “parent corporation” or

“subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code).

Our Administrator

sets exercise prices and terms and conditions;

except that stock options must be granted with an exercise price not less than 100% of

the fair market value of our common stock on the date of grant.

Unless our Administrator determines otherwise, fair market value means,

as of a given date, the closing price of our common stock.

At the time of grant, our board of directors determines the terms and conditions

of stock options, including the quantity, exercise price, vesting periods, term (which may not exceed 10 years) and other conditions

Pursuant to the 2019 Plan, we may only issue 35,000 ISOs.

Awards may be granted under the 2019 Plan to officers,

employees, directors, officers and of us and our subsidiaries.

Incentive stock options may be granted only to employees of us or our subsidiaries.

Restricted Stock, Restricted Stock Units and Other

Stock-Based Awards.

Incentive stock options may be granted only to employees of us or our

subsidiaries.

Restricted Stock, Restricted Stock Units and

Other Stock-Based Awards.

Our board of directors may grant awards of restricted stock, which are shares of common stock subject to specified

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Upon exercise,

SARs entitle the holder to receive payment per share in stock or cash, or in a combination of stock and cash, equal to the excess of the

share’s fair market value on the date of exercise over the aggregate strike price of the number of Common Stock equivalents with

respect to which the Participant is exercising the SAR on such date (the “grant price”.

Exercise of a SAR issued in tandem

with a stock option will reduce the number of shares underlying the related stock option to the extent of the SAR exercised.

of a SAR cannot exceed 10 years.

SARs entitle the holder to receive payment per share in stock or cash, or in a combination of stock and cash, equal to the excess of

the share’s fair market value on the date of exercise over the aggregate strike price of the number of Common Stock equivalents

with respect to which the Participant is exercising the SAR on such date (the “grant price”.

Exercise of a SAR issued in

tandem with a stock option will reduce the number of shares underlying the related stock option to the extent of the SAR exercised.

term of a SAR cannot exceed 10 years.

Changes to Capital Structure.

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Corporate Transactions.

The following applies

to Stock Awards under the 2019 Plan in the event of a corporate transaction (as defined in the 2019 Plan), unless otherwise provided in

a participant’s stock award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly

The following

applies to Stock Awards under the 2019 Plan in the event of a corporate transaction (as defined in the 2019 Plan), unless otherwise provided

in a participant’s stock award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly

provided by the Board at the time of grant.

In the event of a corporate transaction, the board

of directors may take one of the following actions, contingent on the completion of the corporate transaction:

(i) arrange for the surviving

or acquiring corporation (or its parent company) to assume, continue or substitute the Stock Award for a similar stock award;

for the assignment of any reacquisition or repurchase rights held by the Company in respect of common stock issued pursuant to the Stock

Award to the surviving or acquiring corporation (or its parent company);

(iii) accelerate the vesting (in whole or in part) of the Stock

(iv) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to

the Stock Award;

(v) cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the

effective time of the corporate transaction, in exchange for such cash consideration that the Board;

and (vi) make a payment equal to

the excess, if any, of (A) the value of the property the participant would have received upon the exercise of the Stock Award immediately

prior to the effective time of the corporate transaction, over (B) any exercise price payable by such holder in connection with such exercise

The Board need not take the same action or actions with respect to all Stock Awards or portions thereof or with respect to all participants.

The Board may also take different actions with respect to the vested and unvested portions of a Stock Award.

In the event of a corporate transaction, the

board of directors may take one of the following actions, contingent on the completion of the corporate transaction:

(i) arrange for

the surviving or acquiring corporation (or its parent company) to assume, continue or substitute the Stock Award for a similar stock

(ii) arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of common stock issued

pursuant to the Stock Award to the surviving or acquiring corporation (or its parent company);

(iii) accelerate the vesting (in whole

or in part) of the Stock Award;

(iv) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the

Company with respect to the Stock Award;

(v) cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not

exercised prior to the effective time of the corporate transaction, in exchange for such cash consideration that the Board;

make a payment equal to the excess, if any, of (A) the value of the property the participant would have received upon the exercise of

the Stock Award immediately prior to the effective time of the corporate transaction, over (B) any exercise price payable by such holder

in connection with such exercise The Board need not take the same action or actions with respect to all Stock Awards or portions thereof

or with respect to all participants.

The Board may also take different actions with respect to the vested and unvested portions of a

Additionally, under the 2019 Plan, a Stock Award

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does not materially impair the existing rights of any participant without such participant’s written consent.

Certain material amendments

also require the approval of our stockholders.

No ISOs may be granted after the tenth anniversary of the date our board of directors adopted

our 2019 Plan.

Proteomedix Stock Option Plan

The PMX Option Plan was approved by Proteomedix’s

board of directors as of July 1, 2015, and provides for the grant of options to acquire shares in Proteomedix.

The terms of the PMX Option

Plan are described in more detail below.

The PMX Option Plan is administered by a plan

administrator (one or several persons) elected by Proteomedix’s board of directors (the “Proteomedix Board”) from time

The plan administrator acts within the guidelines set and approved by Proteomedix’s board of directors or a committee thereof

and is authorized to, among others, determine (i) which eligible persons are to receive awards under the PMX Option Plan, (ii) the time

or times when such options grants are to be made, (iii) the nature and the number of options covered by each such grant, (iv) the time

or times at which each option right is to become exercisable, (v) the vesting conditions applicable to the options, (vi) the maximum term

for which the options are to remain outstanding, and (vii) any terms and conditions of the options granted, in each case, subject to the

guidelines set and approved by Proteomedix’s board of directors or a committee thereof.

Persons eligible to participate in the PMX

Option Plan are employees, members of Proteomedix’s board of directors and consultants of Proteomedix or a subsidiary.

administrator determines within the guidelines set and approved by Proteomedix’s board of directors or a committee which eligible

persons are to receive rights to acquire options under the PMX Option Plan.

The number of shares that may be issued under

the PMX Option Plan is determined by the Proteomedix’s board of directors.

In the event common shares that otherwise would have

been issuable under the PMX Option Plan are withheld by Proteomedix in payment of the exercise price or withholding obligations, such

shares shall remain available for issuance under the PMX Option Plan.

In the event that an outstanding award expires or is cancelled,

forfeited or terminated for any reason, the shares allocable to the unexercised or unsettled portion shall remain available for issuance

under the PMX Option Plan.

A participant may only exercise an option or stock

appreciation right to the extent that the option or stock appreciation right has vested and has not lapsed under the PMX Option Plan.

Unless otherwise determined by Proteomedix’s board of directors at the grant date or set forth in the grant notice, an option or

an award in the form of a restricted stock unit or stock appreciation right granted under the PMX Option Plan typically vests as to 25.0%

of the award at the end of the first year following the vesting start date, with the remaining 75.0% of the award vesting monthly over

the 3 years after the first year following the vesting start date.

If indicated in the grant notice or otherwise

resolved by Proteomedix’s board of directors, upon the occurrence of a “Corporate Transaction” (as defined in the PMX

Option Plan), all options (i) shall fully vest and (ii) may be immediately exercised, except if such options are canceled by the plan

administrator in exchange for compensation equivalent to the economic value of the option under the PMX Option Plan.

Proteomedix has complete and exclusive power and

authority to amend or modify the PMX Option Plan in any or all respects.

No such amendment or modification shall, without the consent

of the grantee, adversely affect his/her rights and obligations under the PMX Option Plan.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

Certain material

amendments also require the approval of our stockholders.

No ISOs may be granted after the tenth anniversary of the date our board of

directors adopted our 2019 Plan.

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information

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Applicable percentage ownership is based on 3,584,245 shares of common

stock outstanding as of May 30, 2025.

stock outstanding as of March 11, 2026.

We have determined beneficial ownership in accordance

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In addition, pursuant to such rules, we deemed outstanding shares of common stock

subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of May 30, 2025.

not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of March 11, 2026.

did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Except as indicated

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Name and Address of Beneficial Owner (1)

Number of Shares (2)

Executive Officers and Directors

James Sapirstein

Timothy Ramdeen

Ralph Schiess

Christian Brühlmann

Neil Campbell

Andrew Oakley

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Altos Venture AG

2,695,931 (12)

Michael Young

Represents beneficial ownership of less than 1%.

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Fifth Street, Suite 1900, Cincinnati, Ohio 45202.

Includes 3,477 restricted stock awards of which 3,318 do not vest until August 31, 2025 and 101 shares of common stock underlying options that are currently exercisable within 60 days of November 1, 2024.

Includes 3,477 restricted stock awards of which 3,318 do not vest until August 31, 2025 and 59 shares of common stock underlying options that are currently exercisable within 60 days of November 1, 2024.

Includes 3,318 restricted stock awards of which 3,318 do not vest until August 31, 2025.

Includes 3,396 restricted stock awards of which 3,318 do not vest until August 31, 2025.

Includes 177,462 shares of common stock issuable upon settlement of RSUs.

On June 13, 2025, the Company effected a reverse stock split of all shares of its issued and outstanding Common Stock at a ratio of one-for-eighty-five (1:85).

Amounts have been adjusted to reflect the reverse stock split.

Includes 658 restricted stock awards, of which 657 shares do not vest until August 31, 2026 and 1 share which is fully vested.

Includes 657 restricted stock awards, of which 657 shares do not vest until August 31, 2026.

Schiess resigned as Chief Science Officer and Interim Chief Executive Officer on February 24, 2025.

Includes 177,462 shares of common stock issuable upon settlement of RSUs.

Brühlmann resigned as Chief Strategy Officer on February 18, 2025.

Consists of 29,574 shares of common stock.

Harmon resigned as Chief Financial Officer on June 8, 2024.

Campbell resigned as Chief Executive Officer on January 10, 2024.

Consists of 3,477 shares of common stock underlying options that are currently exercisable within 60 days of April 5, 2024.

Includes 1,709 restricted stock awards of which 1,709 do not vest until August 31, 2025.

Per Schedule 13D filed on September 26, 2024, Altos Venture AG (“Altos”) is the beneficial owner of 2,695,931 shares of Common Stock.

Includes 638 restricted stock awards, of which 638 shares do not vest until August 31, 2026.

Per Schedule 13D/A filed on July 16, 2025, Altos Venture AG (“Altos”) is the beneficial owner of 273,230 shares of Common Stock.

The address of Altos is Obertorweg 64, CH-4123, Allschwil, Switzerland.

The address of Michael Young is 3560 S Ocean Blvd, Palm Beach, Fl 33480.

Certain Relationships and Related

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officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with,

any of the foregoing persons, who had or will have a direct or indirect material interest, other than equity and other compensation, termination,

change in control and other similar arrangements, which are described under “Executive and Director Compensation.”

any of the foregoing persons, who had or will have a direct or indirect material interest, other than equity and other compensation,

termination, change in control and other similar arrangements, which are described under “Executive and Director Compensation.”

On January 23, 2024, the Company issued a non-convertible

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amount under the Subscription Agreement shall be increased by the amount of interest payable under the Debenture.

Related party advances

During the year ended December 31, 2023, the Company’s

Audit Committee completed a review of the Company’s expenses due to certain irregularities identified with regards to the related

party balance.

Based on the results of the review, it was determined that the Company paid and recorded within selling, general and administrative

expenses, personal expenditures of the Company’s former CEO and an accounting employee who was also the former CEO’s assistant,

during 2022 and during the first three quarters of 2023.

The Company evaluated the receivable, which was approximately $363,000, after

recording a recovery of approximately $159,000, and which represented the total of the items identified as personal in nature for which

the Company did not anticipate recovery from the related party.

During 2023, the Company recorded a corresponding reserve for the full

amount, resulting in a net related party receivable balance of $0 as of December 31, 2023.

There were no such transactions during the

year ended December 31, 2024.

Lease Agreements

The Company entered into a short-term lease in

Palm Beach, Florida with an unrelated party, with a commencement date of May 1, 2022, for approximately $14,000 per month.

which was personally guaranteed by the Company’s former CEO, ended on April 30, 2023.

During the year ended December 31, 2023, the

Company incurred rent expense on this lease of approximately $51,000, and variable lease expense of approximately $4,000.

As of December 31,

2025 and 2024, the subscription agreement liability was $0 and $4.1 million, respectively.

Consulting Agreement

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The Company recorded approximately $58,000 in related

expenses during the year ended December 31, 2024, of which approximately $11,000 is included in accrued expenses in the accompanying consolidated

financial statements as of December 31, 2024.

On February 28, 2025, the Company and James Sapirstein

entered into a consulting agreement, pursuant to which Mr.

Sapirstein will be compensated on an hourly basis at a rate of $400 per hour

for up to twenty hours per week.

As of March 28, 2025, James Sapirstein resigned as Executive Chairman and a member of the Board.

expenses during the year ended December 31, 2024, of which approximately $11,000 is included in accrued expenses in the accompanying

consolidated financial statements as of December 31, 2024.

On June 17, 2025, the Company entered into a separate

consulting agreement with a firm affiliated with Dr.

The agreement provides for the payment of certain success fees and reimbursement

of related expenses.

Under its terms, Dr.

Meier is entitled to earn up to 10% of success fees for transactions greater than $9 million

earned by the affiliated firm.

The Company recorded approximately $33,000 in related expenses during the twelve months ended December

As of December 31, 2025, approximately $16,500 related to the consulting agreement was included in the Company’s accounts

Director Independence

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independence from the Company based on the definition of “independence” established by Nasdaq and has determined that each

of Simon Tarsh, Timothy Ramdeen, Andrew Oakley and Ajit Singh are independent directors, constituting a majority of the Board.

has further determined that each member of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee

is “independent” under applicable Nasdaq rules.

The Board has also determined that each member

of our audit committee is “independent” for purposes the Exchange Act.

of Sarah Romano, Timothy Ramdeen, and Andrew Oakley are independent directors, constituting a majority of the Board.

The Board has further

determined that each member of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is “independent”

under applicable Nasdaq rules.

The Board has also determined that each member of our audit committee

is “independent” for purposes the Exchange Act.

In its evaluation of each director’s or

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Audit and Non-Audit Fees

EisnerAmper served as the independent registered

Malone-Bailey served as the independent registered

public accounting firm to audit our books and accounts for the fiscal year ended December 31, 2025.

Malone-Bailey served as the independent

registered public accounting firm to audit our books and accounts for the fiscal year ended December 31, 2024.

The table below presents the aggregate fees billed

for professional services rendered by Malone-Bailey and EisnerAmper (prior auditor) for the years ended December 31, 2024 and

2023, respectively.

EiEisnerAmper

Audit-related fees

All other fees

for professional services rendered by Malone-Bailey for the years ended December 31, 2025 and 2024, respectively.

Malone-Bailey

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fees” are fees billed for services provided related to the audit of our annual consolidated financial statements, quarterly reviews

of our interim condensed financial statements, and services normally provided by EisnerAmper and Malone-Bailey in connection with regulatory

filings or engagements for that fiscal period.

of our interim condensed financial statements, and services normally provided by Malone-Bailey in connection with regulatory filings

or engagements for that fiscal period.

In the above table, “audit-related fees” consist of assurance

and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements

and are not reported above under “Audit Fees.” These services include consultation regarding accounting and financial reporting

matters, as well as consent fees.

Pre-Approval Policy

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Report of Independent Registered Public Accounting Firm (PCAOB ID 206 ) F-2

Report of Independent Registered Public Accounting Firm (PCAOB ID 274 ) F-3

Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3

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of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

To the Shareholders and Board of Directors of

Onconetix, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of Onconetix Inc.

and its subsidiary (collectively, the “Company”) as of December 31, 2024, and the related

consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and

cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024,

and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted

in the United States of America.

Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has

suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue

as a going concern.

We have audited the accompanying consolidated balance sheets of Onconetix,

and its subsidiary (collectively, the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements

of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for the years

then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results

of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United

States of America.

Going Concern Matter

The accompanying financial statements have been prepared assuming that

the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has incurred substantial

losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 2.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

The financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

Basis for Opinion

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rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control

over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

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Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We believe that our audits provide a reasonable basis for our opinion.

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company’s auditor

MALONEBAILEY LLP

We have served as the Company’s auditor since

Houston, Texas

of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Onconetix, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of Onconetix Inc.

and Subsidiary (the “Company”) as of December 31, 2023, and the related consolidated statements

of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for the year

then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023, and the

consolidated results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally

accepted in the United States of America.

Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has

incurred substantial operating losses since inception and expects to continue to incur significant operating losses for the foreseeable

future, which raises substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters

are also described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ EisnerAmper LLP

We served as the Company’s auditor from

2023 to 2024.

EISNERAMPER LLP

Iselin, New Jersey

April 11, 2024, except for the effects of the reverse stock split discussed

in Note 1 to the financial statements, as to which the date is May 30, 2025.

March 13, 2026

ONCONETIX, INC.

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Accounts receivable, net

Investor receivable, net

Prepaid expenses and other current assets

Total current assets

Prepaid expenses, long-term

Deferred offering costs

Property and equipment, net

Deferred offering costs

Operating right of use asset

Intangible assets, net

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

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Accrued expenses

Notes payable, net of debt discounts of $ 4,966 and $ 381,627 at December 31, 2024 and 2023, respectively

Notes payable, net of debt discount of $ 0 and $ 4,966 at December 31, 2025 and 2024, respectively

Operating lease liability, current

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Contingent warrant liabilities

Derivative liabilities

Total current liabilities

Note payable, net of current portion

Subscription agreement liability, long-term related party

Pension benefit obligation

Operating lease liability, net of current portion

Deferred tax liability, net

Total liabilities

Commitments and Contingencies (see Note 10)

Series B Convertible Redeemable Preferred stock, $ 0.00001 par value, 2,700,000 shares authorized at December 31, 2024 and 2023, 0 and 2,696,729 shares issued and outstanding at December 31, 2024 and 2023, respectively

Commitments and Contingencies

Series C Redeemable Preferred Stock, $ 0.00001 par value, 10,000 shares authorized, 7 and 3,499 shares issued and outstanding at December 31, 2025 and 2024, respectively

Stockholders’ equity

Series A Convertible Preferred stock, $ 0.00001 par value, 10,000 shares authorized at December 31, 2024 and 2023;

0 and 3,000 shares issued and outstanding at December 31, 2024 and 2023, respectively;

Liquidation preference of $ 0 and $ 3,000,000 at December 31, 2024 and 2023, respectively.

Common stock, $ 0.00001 par value, 250,000,000 shares authorized at December 31, 2025 and 2024;

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1,560,001 and 138,270 shares outstanding at December 31, 2025 and 2024, respectively

Series D Preferred Stock, $ 0.00001 par value, 32,000 and 0 shares authorized at December 31, 2025 and 2024, respectively;

16,325 and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively.

Series E Preferred Stock, $ 0.00001 par value, 10,000 and 0 shares authorized at December 31, 2025 and 2024, respectively;

7,813 and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively.

Additional paid-in capital

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( 115,683,621 )

Accumulated other comprehensive income (loss)

( 2,723,397 )

Total Onconetix, Inc.

stockholders’ equity (deficit)

Accumulated other comprehensive loss

( 2,723,397 )

Non-controlling interest

Total stockholders’ equity

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Cost of revenue

( 1,127,165 )

Operating expenses

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Research and development

Impairment of ENTADFI

Impairment of ENTADFI assets

Impairment of intangibles

Impairment of goodwill

Impairment of deposit on asset purchase agreement

Total operating expenses

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Loss on extinguishment of note payable

( 5,384,719 )

Loss on issuance of preferred stock and warrants

( 3,674,329 )

Loss on extinguishment of preferred stock

Interest expense – related party

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Change in fair value of contingent warrant liabilities

Total other (loss)

Change in fair value of Series D Warrant Liability

Change in fair value of Series D Derivative Liability

( 3,809,333 )

Change in fair value of Series E Warrant Liability

Change in fair value of Series E Derivative Liability

( 1,539,014 )

Gain on forgiveness of accounts payable

Total other income (expense)

( 3,247,448 )

Loss before income taxes

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( 59,736,203 )

Income tax benefit

Income tax (expense) benefit

$ ( 14,032,342 )

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Deemed dividend Series C preferred stock

( 1,498,595 )

Net loss applicable to common stockholders

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Net loss per share, basic and diluted

$ ( 1,823.39 )

Weighted average number of common shares outstanding, basic and diluted

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Stock and Stockholders’ Equity (Deficit)

A Preferred Stock

Comprehensive

Non-controlling

Stockholders’

Balance at December 31, 2023

Equity (Deficit)

at December 31, 2024

$ 127,825,743

$ ( 625,791 )

Issuance of common stock

and warrants from exercise of preferred investment options, net of issuance costs

Grant and immediate exercise

Issuance of shares in connection

with related party subscription agreement

Conversion of Series A Preferred

Stock to common stock

Conversion of Series B Preferred

Stock to common stock

Exercise of stock options

Stock-based compensation

Issuance of restricted common

Forfeitures of restricted stock

Cash in lieu of shares

Foreign currency translation

$ ( 115,683,621 )

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in connection with the ELOC

Issuance of restricted common

stock in exchange in exchange for options

Stock-based compensation

Cash in lieu of shares

Redemption of Series C Preferred

( 1,498,595 )

Adjustment to redeemable

Series C preferred Stock

Changes in pension benefit

( 1,498,595 )

Issuance of restricted common

Issuance of Series D Preferred

Conversion of Series C Preferred

shares to common stock

Exchange of Series C Preferred

Stock to Series D Preferred Stock

Conversion of Series D Preferred

Stock to common stock

Cancellation of restricted

Issuance of Series E Preferred

Warrant Waiver Reclassification

of Series D Warrant Liabilities to Equity

Warrant Waiver Reclassification

of Series E Warrant Liabilities to Equity

Cancellation of Cede & Co.

Settlement of subscription

agreement liability

Foreign currency translation

Changes in pension benefit

Settlement of pension obligation

( 14,032,342 )

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$ ( 231,028 )

Stockholders'

Comprehensive

Balance at December 31, 2022

Stockholders’

Equity (Deficit)

at December 31, 2023

$ ( 625,791 )

Issuance of common stock

from exercise of preferred investment options

Issuance of warrants for

settlement of contingent warrants

Issuance of Series A Preferred

Issuance of common stock

and Series B Preferred Stock in connection with PMX Transaction

Assumption of stock-based

compensation plan awards in connection with PMX Transaction

Exercise of stock options

Exercise of pre-funded warrants

Issuance of restricted stock

Forfeitures of restricted

Stock-based compensation

Purchase of treasury shares

Foreign currency translation

Changes in pension benefit

$ ( 56,786,194 )

$ ( 5,602,028 )

of common stock and warrants from exercise of preferred investment options, net of issuance costs

and immediate exercise of warrants

of shares in connection with related party subscription agreement

of Series A Preferred Stock to common stock

of Series B Preferred Stock to common stock

of stock options

of restricted common stock

of restricted stock

in lieu of shares

currency translation adjustment

( 5,342,327 )

Balance at December 31,

( 5,342,327 )

of common stock in connection with the ELOC

of restricted common stock in exchange in exchange for options

( 7,184,751 )

to redeemable Series C preferred Stock

in pension benefit obligation

( 58,691,023 )

at December 31, 2024

$ 127,825,743

$ ( 115,683,621 )

$ ( 2,723,397 )

$ ( 250,308 )

The accompanying notes are an integral part

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Adjustments to reconcile net loss to net cash used in operating activities:

Impairment of deposit on asset purchase agreement

Impairment of other long-lived assets

Loss on impairment of goodwill

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Amortization of debt discount - related party

Loss on related party receivable

Loss on extinguishment of note payable

Loss on extinguishment of Series C preferred stock

Loss on issuance of preferred stock and warrants

Depreciation and amortization

Fair value of subscription agreement liability

Net periodic pension benefit cost

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( 1,250,466 )

Change in fair value of Series D warrant liability

( 10,377,638 )

Change in fair value of Series D derivative liability

Change in fair value of Series E warrant liability

( 4,486,847 )

Change in fair value of Series E derivative liability

Change in fair value of subscription agreement liability

Recovery of related party receivable

Provision for excess inventory

( 3,127,962 )

Loss on disposal of property and equipment

Gain on forgiveness of accounts payable

Deferred tax benefit

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Accounts receivable

Investor receivable

Prepaid expenses and other assets

Prepaid expenses, LT

Prepaid expenses, long-term

Deferred offering costs

Accounts payable

( 1,093,655 )

( 1,477,075 )

Accrued expenses

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Cash flows from investing activities

Acquisition of assets

( 6,079,771 )

Cash acquired through business combination

Deposit made in connection with asset purchase agreement

( 3,500,000 )

Purchase of other long-lived assets

Receivable from related party

Purchase of property and equipment

Net cash used in investing activities

( 8,649,035 )

Cash flows from financing activities

Proceeds from issuance of notes payable - related party

Proceeds from issuance of notes payable

Payment of financing costs

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( 1,345,521 )

Payment of redemption of Series C Preferred Stock

( 1,713,570 )

Proceeds from exercise of preferred investment options, net

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Proceeds from exercise of warrants

Proceeds from issuance of Series D Preferred Stock and warrants

Proceeds from issuance of Series E Preferred Stock and warrants

Proceeds from issuance of Series C Preferred Stock and warrants

Proceeds from purchases of common stock

Proceeds from issuance or sale of common stock

Cash in lieu of shares

Deferred financing costs

Purchase of treasury shares

Net cash provided by financing activities

Effect of exchange rate changes on cash

Net (decrease) in cash

( 3,907,835 )

Net increase (decrease) in cash

( 3,907,835 )

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Noncash investing and financing activities:

Inventory and intangible assets acquired through issuance of notes payable

Incremental fair value of exchanged preferred investment options

Deferred offering costs included in accounts payable and accrued expenses

Recognition of contingent warrant liability

Warrants issued for settlement of contingent warrants

Deferred offering costs previously included in prepaid expenses

Effect of business combination (Note 5)

Conversion of Series B Preferred Stock to common stock

Conversion of Series C preferred stock to common stock

Recognition of Series D warrant liabilities

Recognition of Series D derivative liabilities

Recognition of Series D preferred stock

Recognition of Series E warrant liabilities

Recognition of Series E derivative liabilities

Reclassification of Series D warrant liabilities to equity

Reclassification of Series E warrant liabilities to equity

Series C preferred stock exchanged for Series D preferred stock

Settlement of note payable through issuance of Series D preferred stock

Settlement of related party note payable and accrued interest through issuance of common stock

Settlement of note payable through issuance of Series A convertible preferred stock

Exercise of pre-funded warrants

Issuance of restricted stock

Restricted stock forfeitures

Settlement of subscription agreement liability

Establishment of operating right-of-use asset

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diagnostic product Proclarix.

As a result of this transaction, Proteomedix became a wholly owned subsidiary of Onconetix (see Note 5).

Proteomedix is a healthcare company whose mission is to transform prostate cancer diagnosis.

Proteomedix has identified novel biomarker

signatures with utility in prostate cancer diagnosis, prognosis and therapy management.

As a result of this transaction, Proteomedix became a wholly owned subsidiary of Onconetix.

is a healthcare company whose mission is to transform prostate cancer diagnosis.

Proteomedix has identified novel biomarker signatures

with utility in prostate cancer diagnosis, prognosis and therapy management.

In April 2023, the Company acquired ENTADFI®,

1 unchanged sentence

of benign prostatic hyperplasia.

Historically, the Company’s focus was on

the research and development of transformational vaccines to prevent infectious diseases worldwide, until the third quarter of 2023, at

which time the Company halted its efforts on vaccine development activities to focus on commercialization activities for ENTADFI and pursue

other potential acquisitions.

However, in light of (i) the time and resources needed to continue pursuing commercialization of ENTADFI,

and (ii) the Company’s cash runway and indebtedness, the Company has abandoned commercialization of ENTADFI and is still working

with an investment advisor to assist with the potential sale or other transaction of the ENTADFI assets.

There is currently no plan to

resume commercialization of ENTADFI, and as such, if we are not able to consummate a sale or other transaction of the ENTADFI assets,

we may abandon the assets and destroy our inventory of the product.

Based on the circumstances surrounding ENTADFI, the ENTADFI assets

were fully impaired at June 30, 2024 (see Notes 4 and 5).

Historically, the Company’s focus was on the research and development

of transformational vaccines to prevent infectious diseases worldwide, until the third quarter of 2023, at which time the Company halted

its efforts on vaccine development activities to focus on commercialization activities for ENTADFI and pursue other potential acquisitions.

However, in light of (i) the time and resources needed to continue pursuing commercialization of ENTADFI, and (ii) the Company’s

cash runway and indebtedness, the Company abandoned commercialization of ENTADFI and no longer holds inventory of ENTADFI.

There is currently

no plan to resume commercialization of ENTADFI.

Based on the circumstances surrounding ENTADFI, the ENTADFI assets were fully impaired

at June 30, 2024 (see Notes 4 and 5).

On April 21, 2023, the Company filed an amendment

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2023, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware

to change its corporate name from “Blue Water Biotech, Inc.” to “Onconetix, Inc.” In connection with each of the

name changes, the Company also amended the Company’s bylaws to reflect the new corporate name.

to change its corporate name from “Blue Water Biotech, Inc.” to “Onconetix, Inc.” In connection with each of

the name changes, the Company also amended the Company’s bylaws to reflect the new corporate name.

Reverse Stock Split

3 unchanged sentences

for the reverse stock split on a retrospective basis pursuant to Accounting Standards Codification (“ASC”) 260, Earnings

All issued and outstanding common stock, common stock warrants, and share-based awards’ exercise prices and per share

data have been adjusted in these consolidated financial statements, on a retrospective basis, to reflect the reverse stock split for all

periods presented.

The number of authorized shares and par value of the preferred stock and common stock were not adjusted because of

the reverse stock split.

All issued and outstanding common stock, common stock warrants, and share-based awards’ exercise prices and per

share data have been adjusted in these consolidated financial statements, on a retrospective basis, to reflect the reverse stock split

for all periods presented.

The number of authorized shares and par value of the preferred stock and common stock were not adjusted because

of the reverse stock split.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 1 — Organization and Basis of Presentation (cont.)

On June 13, 2025, the Company effected a reverse

stock split of all shares of its issued and outstanding Common Stock at a ratio of one-for-eighty-five (1:85).

The Company accounted

for the reverse stock split on a retrospective basis pursuant to ASC 260, Earnings Per Share .

All issued and outstanding common stock, common stock warrants, and share-based awards’ exercise prices and per share data have

been adjusted in these consolidated financial statements, on a retrospective basis, to reflect the reverse stock split for

all periods presented.

The number of authorized shares and par value of the preferred stock and common stock were not adjusted because

of the reverse stock split.

Basis of Presentation and Principles of Consolidation

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All significant intercompany balances and transactions have been eliminated in consolidation.

The non-controlling interest recorded in the accompanying

consolidated financial statements as of December 31, 2023 relates to currently outstanding stock-based awards issued by Proteomedix, which

were assumed by Onconetix in connection with the acquisition of Proteomedix (see Note 5).

During the year ended December 31, 2024, the

non-controlling interest converted to equity with the issuance of restricted common stock in exchange for PMX options.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

The non-controlling interest recorded in the

accompanying consolidated financial statements as of December 31, 2023 relates to currently outstanding stock-based awards issued by

Proteomedix, which were assumed by Onconetix in connection with the acquisition of Proteomedix.

During the year ended December 31, 2024,

the non-controlling interest converted to equity with the issuance of restricted common stock in exchange for PMX options.

Note 2 — Going Concern and Management’s

The Company’s operating activities to date

have been devoted to seeking licenses, engaging in research and development activities, potential asset and business acquisitions, and

expenditures associated with the previously planned commercial launch of ENTADFI, and the commercialization of Proclarix.

have been devoted to seeking licenses, engaging in research and development activities, potential asset and business acquisitions, expenditures

associated with the previously planned commercial launch of ENTADFI, and the commercialization of Proclarix.

The Company has incurred substantial operating

losses since inception and expects to continue to incur significant operating losses for the foreseeable future.

As of December 31, 2024, the Company had cash

of approximately $ 0.6 million, a working capital deficit of approximately $ 17.3 million and an accumulated deficit of approximately $ 115.7

During the year ended December 31, 2024, the Company used approximately $ 10.5 million in cash for operating activities.

as of May 30, 2025, the Company’s cash balance was approximately $ 0.5 million.

The Company’s current cash balance is not sufficient

to fund its operations through the end of December 2025.

In December 2024, the Company began drawing on the Equity Financing Line of Credit

(“ELOC”), which it entered into on October 2, 2024, referred herein as the ELOC Purchase Agreement;

however, projections are

indicative that it will be unable to meet its contractual commitments and obligations as they come due in the ordinary course of business.

Effective in 2025, the Company has redeemed the preferred stock of approximately $ 1.71 million.

The Company will require significant additional

capital in the short-term to fund its continuing operations, satisfy existing and future obligations and liabilities, including the funds

needed to support the Company’s working capital needs and business activities.

These business activities include the commercialization

of Proclarix, and the development and commercialization of the Company’s future product candidates.

These factors raise substantial

doubt about the Company’s ability to continue as a going concern within one year from the date of the issuance of these consolidated

financial statements.

As of December 31, 2025, the Company had cash of approximately

$ 5.2 million, a working capital deficit of approximately $ 3.1 million and an accumulated deficit of approximately $ 131.2 million.

the year ended December 31, 2025, the Company used approximately $ 9.7 million in cash for operating activities.

In addition, as of March

11, 2026, the Company’s cash balance was approximately $ 3.6 million.

The Company successfully closed a Series D financing

and a Series E financing in September 2025 and October 2025, respectively.

These financings provided the Company with additional cash

flow to support near-term operations.

While these capital raises may enable the Company to sustain current operations and meet existing

obligations, the Company continues to generate recurring net operating losses and has not yet established sustained positive cash flows

to support its strategic growth initiatives, which includes the commercialization of Proclarix, and the development and commercialization

of the Company’s future product candidates.

These factors raise substantial doubt about the Company’s ability to continue

as a going concern within one year from the date of the issuance of these consolidated financial statements.

Management’s plans for funding the Company’s

operations include generating product revenue from sales of Proclarix, which may still be subject to further successful commercialization

operations include generating product revenue from sales of Proclarix, which is still subject to further successful development and commercialization

activities within certain jurisdictions.

Management also intends to secure additional required funding through equity or debt financings

if available, and to utilize the ELOC entered into in October 2024 (see Note 9) on an as-needed basis to assist with the paydown of notes

issued to Veru and to fund current operating needs, subject to certain restrictions and beneficial ownership constraints.

However, based

on the terms of the ELOC and the current maximum availability, management determined that the funds readily available under the ELOC will

not be sufficient to sustain operations.

In addition, there are currently no other commitments in place for further financing nor is there

any assurance that such financing will be available to the Company on favorable terms, if at all.

This creates significant uncertainty

whether the Company will have the funds available to be able to sustain its operations and expand commercialization of Proclarix.

Company is unable to secure additional capital, it may be required to curtail any future clinical trials, development, and/or commercialization

of future product candidates, and it may take additional measures to reduce expenses in order to conserve its cash in amounts sufficient

to sustain operations and meet its obligations.

Because of historical and expected operating losses

and net operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern for

one year from the issuance of the consolidated financial statements, which is not alleviated by management’s plans.

Management also intends to pursue additional equity or debt financing to support operations

and strategic initiatives.

However, there are currently no committed sources of financing, and there is no assurance that additional

funding will be available on favorable terms, if at all.

This uncertainty raises significant concern about the Company’s ability

to sustain operations and execute its strategic initiatives.

If additional capital is not secured, the Company may need to curtail clinical

trials, development, and commercialization efforts, and take further measures to reduce expenses to conserve cash.

Because of historical and expected operating

losses and net operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern

for one year from the issuance of the consolidated financial statements, which is not alleviated by management’s plans.

The consolidated

financial statements have been prepared assuming the Company will continue as a going concern.

These consolidated financial statements

do not include any adjustments that might be necessary from the outcome of this uncertainty.

financial statements have been prepared under the going concern basis of accounting.

These consolidated financial statements do not include

any adjustments that might be necessary from the outcome of this uncertainty.

ONCONETIX, INC.

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The most significant estimates in the Company’s consolidated financial

statements relate to accounting for acquisitions, valuation of inventory, the useful life of the amortizable intangible assets, estimates

of future cash flows used to evaluate impairment of intangible assets, accrued research and development expenses, assumptions related

to the pension benefit obligation, stock-based compensation, the valuation of preferred stock, valuation of subscription agreement liability,

and the valuation allowance of deferred tax assets.

These estimates and assumptions are based on current facts, historical experience

and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments

about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources.

results may differ materially and adversely from these estimates.

To the extent there are material differences between the estimates and

actual results, the Company’s future results of operations will be affected.

statements relate to accounting for valuation of inventory, the useful life of the amortizable intangible assets, estimates of future

cash flows used to evaluate impairment of intangible assets, accrued research and development expenses, assumptions related to the pension

benefit obligation, stock-based compensation, the valuation of preferred stock, valuation of subscription agreement liability, valuation

of warrant and derivative liabilities, and the valuation allowance of deferred tax assets.

These estimates and assumptions are based

on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which

form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily

apparent from other sources.

Actual results may differ materially and adversely from these estimates.

To the extent there are material

differences between the estimates and actual results, the Company’s future results of operations will be affected.

Segment Information

Operating segments are defined as components

of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”),

or decision-making group, in deciding how to allocate resources and in assessing performance.

As of December 31, 2025 and 2024, the Company

was operating in one segment:

Management’s determination of its operating segments is consistent with the financial

information regularly reviewed by the CODM for purposes of evaluating performance, allocating resources, setting incentive compensation

targets, and planning and forecasting for future periods.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, exceed the Federal Depository

Insurance Coverage limit for those maintained in the United States and exceed the Swiss Financial Market Supervisory Authority for those

maintained in Switzerland.

As of December 31, 2024 and 2023, the Company has not experienced losses on these accounts and management believes

the Company is not exposed to significant risks on such accounts.

the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, exceed the Federal

Depository Insurance Coverage limit for those maintained in the United States and exceed the Swiss Financial Market Supervisory Authority

for those maintained in Switzerland.

As of December 31, 2025 and 2024, the Company has not experienced losses on these accounts and management

believes the Company is not exposed to significant risks on such accounts.

Foreign Currency Translation

The financial statements of Proteomedix, the Company’s

foreign subsidiary, are measured using the local currency, which is the Swiss Franc, as the functional currency.

Assets and liabilities

of this subsidiary are translated into U.S.

The financial statements of Proteomedix, the

Company’s foreign subsidiary, are measured using the local currency, which is the Swiss Franc, as the functional currency.

and liabilities of this subsidiary are translated into U.S.

dollars at exchange rates as of the consolidated balance sheet date.

Equity is translated

at historical exchange rates.

is translated at historical exchange rates.

Revenues and expenses are translated into U.S.

dollars at average rates of exchange in effect during the

The resulting cumulative translation adjustments have been recorded as a separate component of stockholders’ equity, as

accumulated other comprehensive income or loss.

Foreign currency transaction gains and losses are included in the results of operations.

For the years ended December 31, 2024 and 2023, foreign currency translation gain (loss) was approximately $( 5.3 ) million and $ 2.4 million.

dollars at average rates of exchange in effect

during the period.

The resulting cumulative translation adjustments have been recorded as a separate component of stockholders’

equity, as accumulated other comprehensive income or loss.

Foreign currency transaction gains and losses are included in the results

of operations.

For the years ended December 31, 2025 and 2024, foreign currency translation gain (loss) was approximately $ 2.8 million

and $( 5.3 ) million.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 3 — Summary of Significant Accounting Policies (cont.)

Accounts receivable

performs periodic credit evaluations of its customers’ financial condition and extends credit to virtually all of its customers

on an uncollateralized basis.

Credit losses to date have been insignificant and within management’s expectations.

The Company provides

an allowance for credit losses that is based upon a review of outstanding receivables, historical collection information, expected future

losses, and existing economic conditions.

The Company performs periodic credit evaluations

of its customers’ financial condition and extends credit to virtually all of its customers on an uncollateralized basis.

losses to date have been insignificant and within management’s expectations.

The Company provides an allowance for credit losses

that is based upon a review of outstanding receivables, historical collection information, expected future losses, and existing economic

As of December 31, 2025, there was no allowance for credit losses.

As of December 31,

2024, substantially all of the Company’s accounts receivable are due from a single customer.

As of December 31, 2025, substantially all of the

Company’s accounts receivable are due from a single customer.

Inventories consist of product acquired in the

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basis, aside from inventories acquired in an asset acquisition or business combination, which are recorded at fair value.

periodically reviews the composition of inventory in order to identify excess, obsolete, slow-moving or otherwise non-saleable items taking

into account anticipated future sales compared with quantities on hand, and the remaining shelf life of goods on hand.

periodically reviews the composition of inventory in order to identify excess, obsolete, slow-moving or otherwise non-saleable items

taking into account anticipated future sales compared with quantities on hand, and the remaining shelf life of goods on hand.

If non-saleable

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consolidated statements of operations and comprehensive loss.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 3 — Summary of Significant Accounting Policies (cont.)

The Company evaluates acquisitions to first

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acquired are a business, the Company accounts for the transaction as a business combination.

Business combinations are accounted for by

using the acquisition method of accounting.

Under the acquisition method, assets acquired, and liabilities assumed are recorded at their

respective fair values.

The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded

Acquisition related expenses are expensed as incurred, and are included in selling, general and administrative expense in

the consolidated statements of operations and comprehensive loss.

Business combinations are accounted for

by using the acquisition method of accounting.

Under the acquisition method, assets acquired, and liabilities assumed are recorded at

their respective fair values.

The excess of the fair value of consideration transferred over the fair value of the net assets acquired

is recorded as goodwill.

Acquisition related expenses are expensed as incurred, and are included in selling, general and administrative

expense in the consolidated statements of operations and comprehensive loss.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 3 — Summary of Significant Accounting Policies (cont.)

Goodwill and Other Intangible Assets

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To perform its quantitative test, the Company compares the fair value of the reporting unit to its carrying

If the fair value of the reporting unit exceeds the carrying value of its net assets, goodwill is not impaired, and no

further testing is required.

If the fair value of the reporting unit exceeds the carrying value of its net assets, goodwill is not impaired, and

no further testing is required.

If the fair value of the reporting unit is less than the carrying value, the Company measures the amount

of impairment loss, if any, as the excess of the carrying value over the fair value of the reporting unit.

The Company did not test

its goodwill or indefinite lived assets for impairment during the year ended December 31, 2023, given that the acquisition date occurred

after the annual testing date and given that there were no impairment indicators from the date of acquisition through the end of the reporting

For the year ended December 31, 2024, the Company recorded losses on impairment of goodwill of approximately $ 32.3 million.

For the years ended

December 31, 2025 and 2024, the Company recorded losses on impairment of goodwill of approximately $ 11.5 million and $ 32.3 million.

Intangible assets with finite lives are reported

at cost, less accumulated amortization, and are amortized over their estimated useful lives, starting when sales for the related product

Amortization is calculated using the straight-line method, and recorded within selling, general, and administrative expenses, or

cost of revenue, depending on the nature and use of the asset.

Amortization is calculated using the straight-line method, and recorded within selling, general, and administrative expenses,

or cost of revenue, depending on the nature and use of the asset.

During the ordinary course of business, the Company

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amount of the assets may not be fully recoverable (a “triggering event”).

Factors that the Company considers in deciding when

to perform an impairment review include significant underperformance of the long-lived asset in relation to expectations, significant

Factors that the Company considers in deciding

when to perform an impairment review include significant underperformance of the long-lived asset in relation to expectations, significant

negative industry or economic trends, and significant changes or planned changes in the use of the assets.

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be based on the excess of the carrying value of the impaired asset over its fair value.

During the years ended December 31, 2024 and 2023,

the Company determined that there were certain triggering events that indicated that the carrying amount of the assets recorded in connection

with the ENTADFI acquisition (see Note 5) may not be fully recoverable.

Impairment losses of $ 3.5 million and $ 14.7 million were recorded

during the years ended December 31, 2024 and 2023, respectively (see Note 4).

The Company also recorded an impairment loss of approximately

$ 267,000 during the year ended December 31, 2023, related to implementation costs incurred under cloud computing hosting arrangements

that were capitalized during the year.

During the year ended December 31, 2024, the Company

determined there were certain triggering events that indicated the carrying amounts of the assets recorded in connection with the PMX

acquisition (see Note 5) may not be fully recoverable.

Impairment losses of approximately $ 10.3 million related to the Company’s

intangible assets were recorded during the year ended December 31, 2024 resulting in a zero balance of the intangible assets as of December

During the years ended December 31, 2024, the

Company determined that there were certain triggering events that indicated that the carrying amount of the assets recorded in connection

with the ENTADFI acquisition may not be fully recoverable.

Impairment losses of $ 3.5 million were recorded during the years ended December

31, 2024 (see Note 4).

No additional impairment charges, in relation to the ENTADFI acquisition, were recorded during the year-end December

During the year ended December 31, 2024, the

Company determined there were certain triggering events that indicated the carrying amounts of the assets recorded in connection with

the PMX acquisition may not be fully recoverable.

Impairment losses of approximately $ 10.3 million related to the Company’s intangible

assets were recorded during the year ended December 31, 2024 resulting in a zero balance of the intangible assets as of December 31,

2024 and 2025.

There were no additional impairment charges during the year ended December 31, 2025.

See Note 4 for further details.

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These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Level 1, defined as observable inputs such as quoted prices (unadjusted)

for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets

that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices

for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market

data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in

which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure

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As of December 31, 2025

Contingent warrant liabilities

Subscription agreement liability – related party

Contingent warrant liability

Series D and E derivative liabilities

As of December 31, 2024

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Subscription agreement liability – related party

During the year ended December 31, 2023, in connection

with the acquisition of Proteomedix, the Company recorded intangible assets, which were recognized at fair value (see Note 5).

Additionally,

as a result of the impairment losses recorded on the Company’s ENTADFI asset group during the year ended December 31, 2024, the

related assets were recorded at fair value as of December 31, 2024.

These non-financial assets were valued using significant unobservable

measures and other fair value inputs and are therefore classified as Level 3 measurements.

These non-financial assets were valued using

significant unobservable measures and other fair value inputs and are therefore classified as Level 3 measurements.

None of the Company’s other non-financial

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no transfers between levels during the periods presented.

The following table summarizes the activity for

the related party subscription agreement liability, using unobservable Level 3 inputs, for the years ended December 31, 2024 and 2023:

Balance at December 31, 2022

Fair value upon issuance

Change in fair value

Balance at December 31, 2023

Change in fair value

Balance at December 31, 2024

ONCONETIX, INC.

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Note 3 — Summary of Significant Accounting Policies (cont.)

Valuation of Subscription Agreement Liability

The Subscription Agreement is accounted for as a liability in accordance

with ASC 480, Distinguishing Liabilities from Equity, (“ASC 480”), as the make-whole provision could result in a variable

number of shares being issued upon settlement.

The related party subscription agreement liability is measured at fair value at the commitment

date and at each subsequent reporting period, with changes in fair value recorded as a component of other income (expense), net in the

consolidated statements of operations and comprehensive loss.

As of December 31, 2024 and December 31, 2023, the fair value of the related

party subscription agreement liability is estimated to be approximately $ 4,123,000 and $ 864,000 , respectively, and the change in fair

value of the related party subscription agreement liability for the year ended December 31, 2024 was an increase of approximately $ 3,259,000 .

The fair value was determined using a Monte-Carlo option pricing model, and as of December 31, 2024 and 2023, the Company utilized 100 %

and 55 % probability, respectively, that the Subscription Agreement will close.

The following table summarizes the activity for

the contingent warrant liabilities, using unobservable Level 3 inputs, for the years ended December 31, 2024 and 2023:

Balance at December 31, 2022

Fair value at issuance

Reclassification to equity

Change in fair value

Balance at December 31, 2023

Fair value at issuance

Change in fair value

( 1,250,466 )

Gain on settlement of contingent warrant liability

Balance at December 31, 2024

Deferred Offering Costs

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Current market conditions are considered in selecting these assumptions.

As of December 31, 2025, the plan was fully settled as a result of the Company terminating its remaining full-time employment arrangements

and transitioning to outsourced consulting payroll structures during the year.

Collaborative Agreements

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as revenue and billed to the customer are included in accounts receivable.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 3 — Summary of Significant Accounting Policies (cont.)

Product Sales

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and to distributors.

As of the year ended December 31, 2024, the majority of the Company’s product revenue was generated from sales

of Proclarix assays to LabCorp for review and testing in connection with the Company’s license agreement with LabCorp (see Note

The Company considers customer purchase orders, which in some cases are governed by master sales agreements or standard terms and

conditions, to be the contracts with a customer.

For each contract, the Company considers the promise to transfer products, each of which

is distinct, to be the identified performance obligations.

In determining the transaction price, the Company evaluates whether the price

is subject to a refund or adjustment to determine the net consideration to which it expects to be entitled.

The Company fulfills its performance

obligation applicable to product sales once the product is transferred to the customer.

The Company considers customer purchase orders, which in some cases are governed by master sales agreements or standard

terms and conditions, to be the contracts with a customer.

For each contract, the Company considers the promise to transfer products,

each of which is distinct, to be the identified performance obligations.

In determining the transaction price, the Company evaluates whether

the price is subject to refund or adjustment to determine the net consideration to which it expects to be entitled.

The Company fulfills

its performance obligation applicable to product sales once the product is transferred to the customer.

Other Revenue

The Company generates other revenue including

license revenue through agreements that grant third parties rights to use its intellectual property and proprietary materials.

2025, the Company entered into a license agreement with Immunovia AB, under which it granted exclusive rights to certain intellectual

property and transferred biological materials related to the PancreaSure™ test.

The agreement included two non-refundable payments

of $ 0.3 million.

Based on the terms of the agreement and the nature of the license, the Company determined that the performance obligations

were satisfied upon the transfer of the licensed rights.

Accordingly, the Company recognized $ 0.6 million as license revenue during

the year ended December 31, 2025.

The license agreement also states that the Company shall earn a 3 % royalty on any sales Immunovia has

from products developed using the licensed intellectual property.

Further, Immunovia agreed to pay the Company $ 0.1 million for the delivery

of the biological materials.

As of December 31, 2025, the Company had not recognized any revenue due to the royalties or due to the biological

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 3 — Summary of Significant Accounting Policies (cont.)

As of December 31, 2025 the Company had received

payments of $ 0.3 million due to the license agreement.

As of December 31, 2025 the Company had an outstanding

accounts receivable balance of $ 0.3 million due to the remaining payment from the customer due to the Company by March 31, 2026.

December 31, 2025, the $ 0.3 million receivable was reported as accounts receivable, net in the accompanying consolidated balance sheets.

During the years ended December 31, 2025 and 2024,

the Company recognized total revenue of approximately $ 0.8 million and $ 2.5 million, respectively.

The Company’s revenue was generated from

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Development services

Other revenue

Product sales

Total Revenue

Development services

Other revenue

Product sales

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Product sales

Total Revenue

Development services

Product sales

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 3 — Summary of Significant Accounting Policies (cont.)

The Company had the following customer concentrations

for its revenue during the years ended December 31, 2025 and 2024:

the Year Ended

For the Year Ended

December 31, 2025

the Year Ended

For the Year Ended

December 31, 2024

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 3 — Summary of Significant Accounting Policies (cont.)

Any revenues earned but not yet billed to the

customer as of the date of the consolidated financial statements are recorded as contract assets and are included in prepaid expenses

and other current assets in the accompanying consolidated financial statements.

The Company had no unbilled accounts receivable as of

December 31, 2024 and an insignificant balance as of December 31, 2023.

Amounts recorded in contract assets are reclassified to accounts

receivable in our consolidated financial statements when the customer is invoiced according to the billing schedule in the contract.

receivable was approximately $ 26,000 and $ 150,000 as of December 31, 2024 and December 31, 2023, respectively.

customer as of the date of the consolidated financial statements are recorded as either accounts receivable or contract assets in the

accompanying consolidated financial statements, with the difference depending on whether or not the Company’s right to consideration

is conditional or unconditional.

The Company had approximately $ 0.3 million and $0 in unbilled accounts receivable as of December 31,

2025 and 2024.

Amounts recorded in contract assets are reclassified to accounts receivable in our consolidated financial statements when

the right to consideration switches from conditional to unconditional.

Accounts receivable was approximately $ 0.3 million and $ 0.03 million

as of December 31, 2025 and 2024, respectively.

In relation to customer contracts, the Company

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statements of operations and comprehensive loss.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 3 — Summary of Significant Accounting Policies (cont.)

Contingencies

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the requisite service period for each separately vesting portion of the award.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 3 — Summary of Significant Accounting Policies (cont.)

The Company estimates the fair value of stock

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valuation allowance.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 3 — Summary of Significant Accounting Policies (cont.)

Comprehensive Loss

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of currency translation adjustments, and the change in pension benefit obligation.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 3 — Summary of Significant Accounting Policies (cont.)

Financial instruments

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Recently Adopted Accounting Standards

Effective with the 2024 consolidated financial

statements, the Company adopted Accounting Standards Update (ASU) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable

Segment Disclosures , which requires disclosure of significant segment expenses and other segment items on an annual and interim basis.

The standard expanded disclosures that are required on an interim basis.

Additionally, it requires a public entity to disclose the title

and position of the Chief Operating Decision Maker (“CODM”).

The ASU does not change how a public entity identifies its operating

segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.

The adoption of this standard

only impacted the Company’s disclosures, which were made on a retrospective basis, with no impact to the results of operations,

cash flows or financial condition.

Recent Accounting Pronouncement s Not Yet Adopted

From time to time, new accounting pronouncements

are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date.

In December 2023, the FASB issued ASU No.

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Early adoption is permitted.

The Company is currently evaluating the impact that this guidance will have

on its consolidated financial statements.

The Company has adopted the improvements to income tax disclosure requirements

with no significant impact on its disclosures.

Recent Accounting Pronouncement s Not Yet Adopted

In November 2024, the FASB issued ASU No.

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Inventories, which primarily relate to Proclarix

product as of December 31, 2024 and ENTADFI product as of December 31, 2023, consisted of the following:

product as of December 31, 2025 and 2024, consisted of the following:

Raw materials

Work-in-process

Finished goods

The Company recorded an impairment on the ENTADFI

inventory in the amount of approximately $ 0.4 million during the year ended December 31, 2024.

During the year ended December 31, 2023,

$ 1.2 million of an impairment was recorded (see Note 5).

inventory in the amount of approximately $ 0.4 million during the year ended December 31, 2024, which fully reserved all remaining inventory

related to ENTADFI.

There were no additional impairments recorded on inventory during the year ended December 31, 2025.

Additionally,

during the year ended December 31, 2025, the Company fully abandoned ENTADFI and disposed of the remaining inventory.

ONCONETIX, INC.

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Note 4 — Balance Sheet Details (cont.)

Investor Receivable

The Company recorded a receivable of approximately $ 50,000 pertaining

to professional service fees paid by the Company on behalf of an investor in connection with the Series E financing.

The receivable is

non-interest bearing and is presented as investor receivable within the accompanying consolidated balance sheet.

Prepaid Expenses and Other Current Assets

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Prepaid insurance

Prepaid regulatory fees

Prepaid research and development

Prepaid professional fees

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Intangible Assets

Intangible assets, which were recorded during

the year ended December 31, 2023 in connection with the ENTADFI and Proteomedix acquisitions (see Note 5), is comprised of customer relationships,

product rights for developed technology and a trade name, and consisted of the following as of December 31, 2024 and 2023:

Intangible assets acquired in connection with

the ENTADFI and Proteomedix acquisitions were comprised of customer relationships, product rights for developed technology, and a trade

These intangibles were fully impaired during the year ended December 31, 2024, resulting in a zero balance as of December 31, 2025

Changes in intangible assets recorded during the year ended December

31, 2024 consisted of the following:

Product rights

1 unchanged sentence

relationships

Total intangible

Balance at January 1, 2023

( 14,610,128 )

Effect of Foreign Currency Translation

Balance at December 31, 2023

Measurement period adjustments related to the Proteomedix acquisition (Note 5)

( 6,239,000 )

( 3,264,000 )

( 10,321,000 )

( 2,676,441 )

( 9,912,392 )

( 13,576,440 )

Measurement period adjustments related to the Proteomedix acquisition

Effect of Foreign Currency Translation

6 unchanged sentences

expenses, respectively, in the accompanying consolidated statements of operations and comprehensive loss.

Amortization expense related

to intangible assets was approximately $ 37,000 for the year ended December 31, 2023, of which approximately $ 31,000 and $ 6,000 was recorded

as costs of revenue and selling, general, and administrative expenses, respectively.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 4 — Balance Sheet Details (cont.)

The Company did not record any

additions, impairments, or other changes in intangible assets during the year ended December 31, 2025.

ENTADFI Intangible Asset Impairment

During the three months ended March 31, 2024,

the Company became aware of a new competitor that received approval by the FDA for a combined finasteride-tadalafil capsule, which is

a direct competitor product to ENTADFI.

This was determined to be a triggering event that could result in a decrease in future expected

cash flows, and thus indicated the carrying amount of the ENTADFI asset group may not be fully recoverable.

The Company performed an

undiscounted cash flow analysis over the ENTADFI asset group and determined that the carrying value of the asset group is not recoverable.

The Company then estimated the fair value of the asset group to measure the impairment loss for the period.

Significant assumptions used

to determine this non-recurring fair value measurement included projected sales driven by market share and product sales price estimates,

associated expenses, growth rates, the discount rate used to measure the fair value of the net cash flows associated with this asset

group, as well as Management’s estimates of an expected sales price for the asset group, and the probability of each potential

strategic alternative taking place.

During the three months ended June 30, 2024, the

Company reevaluated the probability of each potential strategic alternative occurring and determined that the change in probabilities

is a triggering event that could result in a decrease in future expected cash flows.

Based on the Company’s evaluation, there was

no plan to resume commercialization of ENTADFI, the Company had not identified any buyers interested to consummate a sale or other transaction

of the ENTADFI assets and was considering abandoning the product, all of which indicated the carrying amount of the ENTADFI asset group

may not be fully recoverable.

The Company further determined that the asset group was fully impaired at June 30, 2024, and recorded a

corresponding impairment charge during the three months ended June 30, 2024, thus resulting in no remaining carrying value for the assets

in the ENTADFI asset group.

The Company further determined that the asset group was fully impaired at June 30, 2024, and recorded a corresponding

impairment charge during the three months ended June 30, 2024, thus resulting in no remaining carrying value for the assets in the ENTADFI

There were no additional impairments for the remainder of the year ending December 31, 2024.

In 2024, the Company recorded impairment charges

related to its ENTADFI asset group after determining that the carrying amount was not recoverable.

As of June 30, 2024, the ENTADFI asset

group was fully impaired and had no remaining carrying value.

Proteomedix Intangible Assets Impairment

The Company assesses the recoverability of its

intangible with definite lives whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

During the three months ended March 31, 2024, June 30, 2024 and September 30, 2024, the Company did identify certain impairment indicators

such as the decrease in the Company’s stock price;

however, the Company concluded the intangible assets’ values were recoverable

based on its quantitative analyses to assess the projected future undiscounted cash flows associated with the intangible assets compared

to their carrying value.

Therefore, the Company recorded no impairment charges on its intangible assets during the three months

ended March 31, 2024, June 30, 2024 and September 30, 2024.

During the three months ended December 31, 2024,

the Company identified indicators of impairment related to the intangible assets acquired in connection with the PMX acquisition.

the Company continued to view the underlying technologies as strategically important, it determined that it no longer possessed the operational

or financial resources required to advance their development.

This conclusion was based on several factors including the Company experiencing

a substantial decline in market capitalization and share price during the three months ended December 31, 2024.

The decrease in market

capitalization and share price was driven by significant recurring net losses and a decrease in the Company’s liquidity position.

The Company’s updated financial forecasts reflected continued and increasing net losses associated with the development and commercialization

of the PMX-related assets;

however, the Company’s weakened financial condition constrained its ability to raise the capital necessary

to support the continued investment in the PMX assets.

This limited access to capital raise led the Company to conclude it no longer has

the ability to support the continued operation and commercialization efforts associated with the PMX assets.

As a result of these factors,

the Company recorded a full impairment charge on the remaining balance of its intangible assets resulting in a zero balance at December

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 4 — Balance Sheet Details (cont.)

During the three months ended March 31, 2024,

the Company’s stock price and market capitalization declined, and the Company determined that this was an indicator of a potential

impairment of its goodwill, and accordingly, as of March 31, 2024, the Company performed a quantitative analysis to identify and

measure the amount of impairment loss to be recognized, if any.

To perform its quantitative test, the Company compared the fair value

of the Proteomedix reporting unit to its carrying value and determined that the fair value of the reporting unit was less than its carrying

The Company determined the amount of impairment charges to its goodwill for the three months ended March 31, 2024 to be approximately

$ 5.2 million.

Historically, the Company was organized in two

reporting units, Proteomedix and ENTADFI.

The goodwill arising from the Proteomedix acquisition was assigned solely to the Proteomedix

reporting unit.

The Company reevaluated its reporting units during the three months ended June 30, 2024, and determined that as of April

30, 2024, ENTADFI no longer qualified as a separate reporting unit.

As a result, since that date, the Company’s goodwill is assigned

to a single reporting unit.

Accordingly, the Company performed a quantitative analysis immediately prior to the change in reporting units,

and immediately after the change in reporting units, to identify and measure the amount of impairment loss to be recognized, if any.

To perform its quantitative tests, the Company compared the fair value of the reporting unit to its carrying value and determined that

the fair value of the reporting unit was less than its carrying value.

The Company determined the amount of impairment charges to its

goodwill for the three months ended June 30, 2024 to be approximately $ 10.3 million.

During the three months ended September 30, 2024,

the Company’s re-evaluation of market conditions and anticipated timing of projected sales prompted the Company to determine that

there was an indicator of a potential impairment of its related intangible assets and goodwill, and accordingly, as of September 30, 2024,

the Company performed a quantitative analysis to identify and measure the amount of impairment loss to be recognized, if any.

It was determined

no further impairment on goodwill was required for the three months ended September 30, 2024.

During the three months ended December 31, 2024,

the Company identified a measurement period adjustment relating from the Proteomedix acquisition resulting in an increase to the acquired

goodwill of approximately $ 8.4 million (see Note 5).

In addition, the Company performed a re-evaluation of market conditions and anticipated

timing of projected sales which prompted the Company to determine that there was an indicator of a potential impairment of its related

Accordingly, as of December 31, 2024, the Company performed a quantitative analysis to identify and measure the amount of impairment

loss to be recognized.

It was determined there was an additional impairment on goodwill of $ 16.8 million for the three months ended December

The Company has recorded a cumulative $ 32.3 million

in impairment charges related to its goodwill for the year ended December 31, 2024.

The fair value estimate of the reporting units

for the quarters ended March 31, 2024 and June 30, 2024 was derived from a combination of an income approach and a market approach, and

a reconciliation to the Company’s market capitalization.

The fair value estimate of the reporting units for the quarter ended September

30, 2024 was derived from the income approach and reconciled to the Company’s market capitalization.

The method was changed for

the quarter ended September 30, 2024 to reflect the disparity between the Company and the guideline transactions that were previously

selected in prior quarters.

The fair value estimate of the reporting units for the quarter ended December 31, 2024 was derived from the

Company’s market capitalization.

Under the income approach, the Company estimated the fair value of the reporting unit based on

the present value of estimated future cash flows, which the Company considers to be a Level 3 unobservable input in the fair value hierarchy.

The Company prepared cash flow projections based on management’s estimates of future revenue and operating costs, taking into consideration

the historical performance and the current macroeconomic, industry, and market conditions.

The Company based the discount rate on the

weighted-average cost of capital considering Company-specific characteristics and changes in the reporting unit’s projected cash

Under the market approach, the Company estimated the fair value of the reporting unit based on revenue market multiples derived

from comparable companies with similar characteristics as the reporting unit, as well as an estimated control premium.

During the year ended December 31, 2024, the Company

recorded a full impairment charge related to the intangible assets acquired in connection with the PMX acquisition.

As a result, the carrying

value of these intangible assets was reduced to zero as of December 31, 2024.

ONCONETIX, INC.

3 unchanged sentences

31, 2025 and 2024:

Balance as of January 1, 2023

PMX transaction goodwill

Foreign currency translation

Balance as of December 31, 2023

5 unchanged sentences

Balance as of December 31, 2024

Impairment loss

( 11,512,000 )

Foreign currency translation

Balance as of December 31, 2025

Impairments for years ended December 31, 2025

During the years ended December 31, 2025 and 2024,

the Company recognized goodwill impairment losses of approximately $ 11.5 million and $ 32.3 million, respectively.

During the year ended December 31, 2025, the Company

performed quantitative goodwill impairment analyses during each quarter as a result of sustained declines in the Company’s stock

price and market capitalization.

The fair value of the reporting unit during the year ended December 31, 2025 was estimated primarily

using a market capitalization approach, which was derived from the Company’s fully-diluted market capitalization calculated using

an indicative share price based on the December 31, 2025 closing price.

During the year ended December 31, 2024, the Company

identified multiple indicators of goodwill impairment primarily related to declines in its stock price and market capitalization, changes

in market conditions, and the anticipated timing of projected sales.

As a result, the Company performed quantitative goodwill impairment

assessments throughout 2024, which resulted in cumulative impairment charges of approximately $ 32.3 million.

These charges included impairments

recognized in the first and second quarters of 2024 and an additional impairment recognized in the fourth quarter of 2024 following a

measurement-period adjustment related to the Proteomedix acquisition.

During 2024, the Company also reassessed its reporting

unit structure and determined that, effective April 30, 2024, it operated as a single reporting unit, which was considered in its impairment

Fair value was estimated using a combination of the income approach, the market approach, and the Company’s market capitalization,

with valuation methodologies evolving during the year based on changes in facts and circumstances.

In the first and second quarters of

2024, the Company estimated fair value using a combination of the income approach and market approach (market multiples), with results

reconciled to the Company’s market capitalization.

In the third quarter of 2024, the Company shifted to an income approach, still

reconciled to market capitalization, because previously selected guideline transactions and comparable-company inputs were no longer considered

representative of the Company’s circumstances.

In the fourth quarter of 2024, the Company estimated fair value based on the Company’s

market capitalization.

Under the income approach, the Company estimated

the fair value of the reporting unit based on the present value of estimated future cash flows, which the Company considers to be a Level

3 unobservable input in the fair value hierarchy.

The Company prepared cash flow projections based on management’s estimates of

future revenue and operating costs, taking into consideration the historical performance and the current macroeconomic, industry, and

market conditions.

The Company based the discount rate on the weighted-average cost of capital considering Company-specific characteristics

and changes in the reporting unit’s projected cash flows.

Under the market approach, the Company estimated the fair value of the

reporting unit based on revenue market multiples derived from comparable companies with similar characteristics as the reporting unit,

as well as an estimated control premium.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 4 — Balance Sheet Details (cont.)

Measurement period adjustment for year ended

December 31, 2024

During 2024, the Company identified a measurement

period adjustment relating from the Proteomedix acquisition resulting in an increase to the acquired goodwill of approximately $ 8.4 million.

Accrued Expenses

4 unchanged sentences

Accrued professional fees

Accrued implementation fees

Accrued franchise taxes

Accrued interest

Accrued deferred offering costs

Accrued license fees

Other accrued expenses

Note 5 — Acquisitions

On April 19, 2023, the Company and Veru,

(“Veru”) entered into an Asset Purchase Agreement (the “Veru APA”).

Pursuant to, and subject to the terms

and conditions of, the Veru APA, the Company purchased substantially all of the assets related to Veru’s ENTADFI product (“ENTADFI”)

(the “Transaction”) for a total possible consideration of $ 100 million.

In accordance with the Veru APA, the Company agreed

to provide Veru with initial consideration totaling $ 20.0 million, consisting of (i) $ 6.0 million paid upon the closing of the Transaction

on April 19, 2023, (ii) an additional $ 4.0 million in the form of a non-interest bearing note payable due on September 30, 2023, and (iii)

an additional $ 10.0 million in the form of two $ 5.0 million non-interest bearing notes payable, each due on April 19, 2024 and September

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 5 — Acquisitions (cont.)

Additionally, the terms of the Veru APA require

the Company to pay Veru up to an additional $ 80.0 million based on the Company’s net sales of ENTADFI after closing (the “Milestone

The Milestone Payments are payable as follows:

(i) $10.0 million is payable upon the first time the Company achieves

net sales from ENTADFI® of $100.0 million during a calendar year, (ii) $20.0 million is payable upon the first time the Company

achieves net sales from ENTADFI of $200.0 million during a calendar year, and (3) $50.0 million is payable upon the first time the Company

achieves net sales from ENTADFI of $500.0 million during a calendar year.

In connection with the Transaction, the Company

also assumed royalty and milestone obligations under an asset purchase agreement for tadalafil-finasteride combination entered into

by Veru and Camargo Pharmaceutical Services, LLC on December 11, 2017 (the “Camargo Obligations”).

The Camargo Obligations

assumed by the Company include a 6 % royalty on all sales of tadalafil-finasteride and sales milestone payments of up to $ 22.5 million,

payable to Camargo as follows:

(i) $5.0 million is payable upon the first time the Company achieves net sales from ENTADFI of $100.0

million during a calendar year, (ii) $7.5 million is payable upon the first time the Company achieves net sales from ENTADFI of $200.0

million during a calendar year, and (3) $10.0 million is payable upon the first time the Company achieves net sales from ENTADFI of $300.0

million during a calendar year.

On September 29, 2023, the Company entered into

an amendment to the Veru APA (the “Veru APA Amendment”), which provides that the $ 4.0 million note payable originally due

on September 30, 2023 was deemed paid and fully satisfied upon (1) the payment to the Seller of $ 1.0 million in cash on September 29,

2023, and (2) the issuance to the Seller by October 3, 2023 of 3,000 shares of Series A Convertible Preferred Stock (the “Series

A Preferred Stock”) of the Company (see Note 9).

Pursuant to the Veru APA Amendment, the Series A Preferred Stock will convert to

common stock of the Company one year from the date of issuance if the required stockholder approval is obtained.

The Series A Preferred

Stock, which was issued to the Seller on October 3, 2023 is initially convertible, in the aggregate, into 142,479 shares of the Company’s

common stock, subject to adjustment and certain stockholder approval limitations specified in the Certificate of Designations.

to the Veru APA Amendment, the Company agreed to use commercially reasonable efforts to obtain such stockholder approval by December 31,

2023, however, such shareholder approval was not obtained as of December 31, 2023.

The Company also agreed to include the shares of common

stock issuable upon conversion of the Series A Preferred Stock in the next resale registration statement filed with the SEC.

On April 24, 2024, the Company entered into a

Forbearance Agreement with Veru in connection with the Company’s default on the $ 5.0 million non-interest bearing note payable that

was due on April 19, 2024 (see Note 7).

On September 19, 2024, the Company entered into

an Amended and Restated Forbearance Agreement with Veru, which further modified the terms of both the April and September Veru notes outstanding

(see Note 7).

Also, in connection with, and at the time of the

Transaction, and pursuant to the Veru APA, the Company entered into non-competition and non-solicitation agreements (the “Non-Competition

Agreements”) with two of Veru’s key stockholders and employees (the “Restricted Parties”).

The Non-Competition

Agreements generally prohibit the Restricted Parties from either directly or indirectly engaging in the Restricted Business (as such term

is defined in the Veru APA) for a period of five years from the closing of the Transaction.

The acquisition of ENTADFI was accounted

for as an asset acquisition in accordance with ASC 805-50 because substantially all of the fair value of the assets acquired is concentrated

in a single asset, the ENTADFI product rights.

The ENTADFI products rights consist of trademarks, regulatory approvals, and other records,

and are considered a single asset as they are inextricably linked.

The following table summarizes the aggregate consideration

transferred for the assets acquired by the Company in connection with the Veru APA:

Consideration

Consideration transferred at closing

Fair value of notes payable issued

Transaction costs

Total consideration transferred

The fair value of the non-interest bearing notes

payable was estimated using a net present value model using discount rates averaging 8.2 %.

The resulting fair value is being accreted

to the face value of the notes, through the respective maturity dates.

Management evaluated the Milestone Payments and determined that

at the close of the Transaction, they are not considered probable, and as such, the Company did not recognize any amount related to the

Milestone Payments in the consideration transferred.

Management evaluated the Camargo Obligations and

determined that at the close of the Transaction, the related sales milestone payments are not considered probable, and as such, the Company

did not recognize any related liability at the date of the Transaction.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 5 — Acquisitions (cont.)

The following table summarizes the assets acquired with the Veru APA:

Assets Recognized

ENTADFI Intangible

Total fair value of identifiable assets acquired

In accordance with ASC 805-50, the acquired inventory

was recorded at fair value.

The remaining consideration transferred was allocated to the ENTADFI® intangible asset, which will be

amortized over its estimated useful life, starting when ENTADFI® sales begin.

Acquired inventory is comprised of work-in-process

and raw materials.

The fair value of work-in-process inventory was determined based on an estimated sales price of the finished goods,

adjusted for costs to complete the manufacturing process, costs of the selling effort, a reasonable profit allowance for the

remaining manufacturing and selling effort, and an estimate of holding costs, and resulted in a fair value adjustment of approximately

$ 0.3 million.

The fair value of raw materials was determined to approximate replacement cost.

The Company recorded an impairment charge on the

ENTADFI asset group of $ 3.5 million during the year ended December 31, 2024 (see Note 4), and an impairment charge on the ENTADFI inventory

of approximately $ 0.4 million during the year ended December 31, 2024.

In addition, during the fourth quarter of 2023, the Company recorded

an impairment charge of approximately $ 14.7 million on the ENTADFI asset group, as well as an impairment charge on the ENTADFI acquired

inventory of approximately $ 1.2 million, which included impairment of 100 % of the acquired work-in-progress inventory.

On June 13, 2023 (the “Execution Date”),

the Company entered into an asset purchase agreement with WraSer, LLC, and affiliates (the “WraSer Seller”) (the “WraSer

Pursuant to, and subject to the terms and conditions of, the WraSer APA, on the WraSer Closing Date (as defined below) the

Company was to purchase six FDA-approved pharmaceutical assets across several indications, including cardiology, otic infections, and

pain management (the “WraSer Assets”).

Under the terms of the WraSer APA, the Company

was to purchase the WraSer Assets for (i) $3.5 million in cash at signing of the WraSer APA;

(ii) $4.5 million in cash on the later of

(x) 90 days after the signing of the WraSer APA or (y) the date that all closing conditions under the WraSer APA are met or otherwise

waived (the “WraSer Closing Date”);

(iii) 25,000 shares of the Company’s common stock (the “Closing Shares”)

issuable on the WraSer Closing Date, and (iv) $500,000 in cash one year from the WraSer Closing Date.

In conjunction with the WraSer APA, the Company

and the WraSer Seller entered into a Management Services Agreement (the “MSA”) on the Execution Date.

Pursuant to the terms

of the MSA, the Company will act as the manager of the WraSer Seller’s business during the period between the Execution Date and

the WraSer Closing Date.

During this period, the Company will make advances to WraSer, if needed.

If, on the WraSer Closing Date, the

WraSer Seller’s cash balance is in excess of the target amount (“Cash Target”) specified in the MSA, the Company will

apply that excess to the $ 4.5 million cash payment due upon closing.

Conversely, if there is a shortfall, the Company will be required

to remit the difference to the WraSer Seller over time.

The WraSer APA could be terminated prior to the

closing upon agreement with all parties or upon breach of contract of either party, uncured within 20 days of notice.

If the WraSer APA

was terminated upon agreement with all parties or upon uncured breach of contract by the Company, the initial $ 3.5 million payment would

be retained by the WraSer Seller.

If it is determined that there is an uncured breach of contract by the WraSer Seller, and the WraSer

APA was terminated, the Company will have an unsecured claim against WraSer for the $ 3.5 million payment made by the Company upon execution

of the WraSer APA.

The closing of the transaction is subject to certain customary closing conditions, including submission of the FDA

transfer documentation to transfer ownership of the acquired product regulatory approvals to the Company.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 5 — Acquisitions (cont.)

Management evaluated the terms of the WraSer APA

and the WraSer MSA, and determined that, at the Execution Date, control under the provisions of ASC 805, Business Combinations (“ASC

805”), did not transfer to the Company;

if the transaction closes, control will transfer then, and the acquisition date will be

the closing date.

Management further evaluated the requirements pursuant to ASC 810, Consolidations , and determined based on the

terms of the MSA, and the Company’s involvement in the WraSer Seller’s business, that the WraSer Seller is a variable interest

entity (“VIE”) to the Company.

Management determined that the Company is not the primary beneficiary of the VIE as the WraSer

APA and MSA do not provide the Company with the power to direct the activities of the VIE that most significantly impact the VIE’s

economic performance.

While the Company was involved in the day-to-day business activities of the VIE until WraSer filed for relief under

Chapter 11 of the U.S.

Bankruptcy Court (see below), the WraSer Seller had to approve substantially all business activities and transactions

that significantly impact the economic performance of WraSer during the term of the MSA.

Additionally, the Company is not required to

absorb the losses of WraSer if the WraSer APA does not close.

As such, the Company was not required to consolidate WraSer in the Company’s

financial statements as of the years ended December 31, 2024 and 2023.

The Company recorded the initial $ 3.5 million

payment as a deposit.

The Company does not have any liabilities recorded as of December 31, 2024 and 2023 associated with its variable

interest in the WraSer Seller, and its exposure to the WraSer Seller’s losses is limited to no more than the shortfall, if any,

of the Cash Target amount of approximately $ 1.1 million compared to the WraSer Seller’s cash balance on the WraSer Closing Date.

On September 26, 2023, WraSer and its affiliates

filed for relief under chapter 11 of the U.S.

Bankruptcy Code in the Bankruptcy Court.

On October 4, 2023, the parties agreed to amend

the WraSer APA, which was subject to court approval.

Shortly after its bankruptcy filing, WraSer filed a motion seeking approval of the

WraSer APA as amended.

The amendment, among other things, eliminates the $ 500,000 post-closing payment due June 13, 2024 and

staggers the $ 4.5 million cash payment that the Company would otherwise have to pay at closing to:

(i) $2.2 million to

be paid at closing, (ii) $2.3 million, to be paid in monthly installments of $150,000 commencing January 2024 and (iii) 789 shares

of Series A Preferred Stock to be paid at closing .

The amendment also reduced the number of products the Company was acquiring by

excluding pain medications and including only (i) Ciprofloxacin 0.3% and Fluocinolone 0.025% Otic Solution, under the trademark OTOVEL

and its Authorized Generic Version approved under US FDA NDA No.

208251, (ii) Ciprofloxacin 0.2% Otic solution, under the trademark

CETRAXAL, and (iii) Vorapaxar Sulfate tablets under the trademark Zontivity approved under US FDA NDA N204886.

In October 2023, WraSer alerted the Company

that its sole manufacturer for the active pharmaceutical ingredient (“API”) for Zontivity, the key driver for the WraSer acquisition,

would no longer manufacture the API for Zontivity.

The Company believes that this development constituted a Material Adverse Effect under

the WraSer APA and the WraSer MSA, enabling the Company to terminate the WraSer APA and the WraSer MSA.

On October 20, 2023, the Company

filed a motion for relief from the automatic stay in the Bankruptcy Court so that the Company can exercise the termination rights under

the WraSer APA, as amended.

On December 18, 2023, the Bankruptcy Court entered into an Agreed Order lifting the automatic stay to

enable the Company to exercise its rights to terminate the WraSer APA and the WraSer MSA.

On December 21, 2023, the Company

filed a Notice with the Bankruptcy Court terminating the WraSer APA and the WraSer MSA.

WraSer has advised the Company that it does

not believe that a Material Adverse Effect occurred.

Due to the WraSer bankruptcy filing and the Company’s status as an unsecured

creditor of WraSer, it is unlikely that the Company will recover the $ 3.5 million initial payment made, or any costs and resources in

connection with services provided by the Company under the WraSer MSA, and therefore the Company recorded a loss on impairment for the

$ 3.5 million deposit during the year ended December 31, 2023.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 5 — Acquisitions (cont.)

On December 15, 2023 (the “Acquisition Date”), Onconetix

entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Proteomedix and each of the holders of outstanding

capital stock or Proteomedix convertible securities (other than Proteomedix stock options) (collectively the “Sellers”), pursuant

to which the Company acquired 100 % of the outstanding common shares and voting interest of Proteomedix, through the issuance of

91,885 shares of common stock and 2,696,729 shares of Series B Convertible Preferred Stock (the

“PMX Transaction”) convertible into 6,741,820 shares of Common Stock .

Upon approval by

the requisite vote of stockholders of Onconetix at the Special Meeting of the Stockholders (“Stockholder Approval”), each

share of Series B Convertible Redeemable Preferred Stock (“Series B Preferred Stock”) was automatically convertible into 100 shares

of common stock in accordance with the terms of the Series B Certificate of Designation (the “Conversion”).

If Stockholder

Approval was not obtained by January 1, 2025, Onconetix was, at the option of the holders, obligated to cash settle the Series B Preferred

Stock at the option of the holders.

The Series B Preferred Stock outstanding as a result of the PMX Transaction was convertible into 6,741,820 shares

of common stock.

Stockholder Approval was obtained on September 5, 2024 and the Conversion occurred subsequently on September 24, 2024

(see Note 9).

The consummation (the “Closing”)

of the PMX Transaction was subject to customary closing conditions and the agreement to enter into a subscription agreement (see Note

8) with Altos Ventures, a shareholder of Proteomedix, prior to the closing of the PMX Transaction (the “PMX Investor”).

In addition, each option to purchase

shares of Proteomedix (each, a “Proteomedix Stock Option”) outstanding immediately before the Closing, whether vested or unvested,

remains outstanding until the Conversion unless otherwise terminated in accordance with its terms.

At the Conversion, each outstanding

Proteomedix Stock Option, whether vested or unvested, shall be assumed by Onconetix and converted into the right to receive (a) an option

to acquire shares of common stock (each, an “Assumed Option”) or (b) such other derivative security as Onconetix and Proteomedix

may agree, subject in either case to substantially the same terms and conditions as were applicable to such Proteomedix Stock Option immediately

before the Closing.

Each Assumed Option shall:

(i) represent the right to acquire a number of shares of common stock equal to the product

of (A) the number of Proteomedix common shares that were subject to the corresponding Proteomedix Option immediately prior to the Closing,

multiplied by (B) the Exchange Ratio (as defined in the Share Exchange Agreement”);

and (ii) have an exercise price (as rounded

down to the nearest whole cent) equal to the quotient of (A) the exercise price of the corresponding Proteomedix Option, divided by (B)

the Exchange Ratio.

The Company completed the Conversion on September 24, 2024, and the Company is in process of exchanging

the Proteomedix Stock Options into Onconetix restricted stock units as of the date of this filing.

As of December 31, 2024, the PMX option

holders continue to own Proteomedix Stock Options.

Management determined

that the PMX Transaction was a business combination as defined within ASC 805 , and that Onconetix was the accounting acquirer.

The Company determined that Onconetix was the accounting acquirer based on the guidance contained within ASC 805-10.

The significant factors

that led to the Company’s conclusion were ( i) the Company obtained 100% of the outstanding common stock and voting interest of PMX,

(ii) at closing of the PMX Transaction, the PMX shareholders were issued approximately 17% of Onconetix’s outstanding common stock

and none of the former PMX shareholders held more than 5% of Onconetix’s common stock individually, (iii) the composition of executive

management and the governing body did not change sufficiently to give PMX or its former shareholders control over these functions within

Onconetix, and (iv) Onconetix was significantly larger when considering both total assets and operations.

As a result, the

Company has applied purchase accounting as of the Closing of the PMX Transaction.

The assets, liabilities, and non-controlling interest

of Proteomedix were recognized at fair value as of the Closing and the results of its operations have been included within Onconetix’s

consolidated statements of operations and comprehensive loss from that date forward.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 5 — Acquisitions (cont.)

The acquisition-date fair value of the consideration

transferred totaled approximately $ 65.1 million, which consisted of the following:

Consideration

Series B convertible preferred stock

Total consideration transferred

The fair value of the Company’s common shares

issued as consideration was based on the closing price of the Company’s common stock as of the Acquisition Date.

The fair value

of the Series B Preferred Stock issued as consideration was based on the underlying fair value of the number of common shares that the

Series B Preferred Stock converts into, also based on the closing price of the Company’s common stock as of the Acquisition Date.

The fair value of the Proteomedix stock options

assumed as part of the PMX Transaction was determined using a Black-Scholes option pricing model with the following significant assumptions:

Exercise price

$ 1.15 – 28.83

Expected stock price volatility

Risk-free rate of interest

4.07 % – 5.47 %

We finalized the purchase price allocation on

December 15, 2024.

The following table summarizes the fair values of the assets acquired, and liabilities assumed at the acquisition date:

Accounts receivable

Prepaid expenses and other current assets

Right of use asset

Property and equipment, net

( 6,239,000 )

Customer relationships

Product rights for developed technology

( 3,264,000 )

Total assets acquired

( 1,927,157 )

Accounts payable

Accrued expenses

Operating lease liability

Deferred tax liability

( 2,994,669 )

( 1,067,512 )

Pension benefit obligation

Total liabilities assumed

( 4,774,823 )

( 2,847,666 )

Less non-controlling interest

( 7,006,504 )

Net assets acquired

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 5 — Acquisitions (cont.)

During the year ended December 31, 2024, we recorded

measurement period adjustments to decrease intangible assets, specifically the trade name, customer relationships, and product rights

for developed technology, as a result of revised future cash flow estimates and to decrease deferred tax liability as a result of changes

in net operating loss estimates from the initial purchase price allocation.

In addition, the measurement period adjustment included a

change in the useful life determination of the tradename from indefinite to 15-years.

These measurement period adjustments were made to

reflect facts and circumstances that existed as of the acquisition date.

The net effect of these adjustments would have resulted in an

insignificant decrease in amortization expense recorded during the year ended December 31, 2024.

The measurement period adjustments were

recorded in our consolidated financial statements as of and for the year ended December 31, 2024.

The goodwill recognized as a result of the PMX

Transaction is attributable primarily to expected synergies and the assembled workforce of Proteomedix.

None of the goodwill is expected

to be deductible for income tax purposes.

The fair values of the acquired tangible and intangible

assets were determined using variations of the cost, income approach using the excess earnings, lost profits and relief from royalty methods.

The income approach valuation methodology used for the intangible assets acquired in the PMX Transaction makes use of Level 3 inputs.

The trade name intangible asset represents the

value of the Proclarix™ brand name and was valued using a relief from royalty method under an income approach.

A royalty rate of

6 % was utilized in determining the fair value of this intangible asset.

The fair value of this asset was determined based on a cash flow

model using forecasted revenues and expenses specifically tied to Proclarix™.

Those cash flows were then discounted at 10 % determined

by the use of a weighted average return on assets analysis The estimated useful life of the trade name of 15-years was determined based

on the underlying patent’s remaining life.

The customer relationship intangible assets represent

the value of the existing customer contract with LabCorp (see Note 5) and was valued using the lost profits method under the income approach.

The fair value of this asset was determined based on a cash flow model using forecasted revenues specifically tied to Proteomedix’s

LabCorp contract.

Those cash flows were then discounted at 10 % determined by the use of a weighted average return on assets analysis.

The estimated useful life of this asset was determined by reference to the estimated life of the product rights associated with the LabCorp

The product rights for developed technology acquired

in the PMX Transaction represents know-how and patented intellectual property held by PMX pertaining to its commercial-ready prostate

cancer diagnostic system, Proclarix™.

The fair value of this asset was determined based on a cash flow model based on forecasted

revenues and expenses specifically tied to Proclarix™.

Those cash flows were then discounted at 7 % for the period prior to patent

expiration and 14 % for the period thereafter.

The discount rates were determined by the use of a weighted average return on assets analysis.

The estimated useful life of the product rights was determined based on the underlying patent’s remaining life.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 5 — Acquisitions (cont.)

The fair value of the non-controlling interest

in Proteomedix was estimated to be $ 7.0 million and represented the fair value of the vested Proteomedix stock options outstanding as

of the Acquisition Date.

The fair value of the non-controlling interest was valued using the methodology applicable to the Proteomedix

stock options disclosed above.

As Proteomedix was a private company as of the Acquisition Date, the fair value measurement is based on

significant inputs that are not observable in the market and thus represents a Level 3 measurement as defined in ASC 820, Fair Value

Measurement .

The Company recognized approximately $ 1.5 million

of acquisition related costs that were expensed during 2023, including the fair value of the subscription agreement liability, which was

a closing condition for the PMX Transaction (see Note 8).

The amounts of revenue and loss of Proteomedix,

included in the Company’s consolidated statements of operations and comprehensive loss from the Acquisition Date through December

31, 2023 are as follows:

The following summary, prepared on a pro forma

basis, presents the Company’s unaudited consolidated results of operations for 2023 and 2022 as if the PMX Transaction had been

completed as of January 1, 2022.

The pro forma results below include the impact of amortization of intangible assets.

This pro forma

information is presented for illustrative purposes only, is not necessarily indicative of future results of operations and does not include

any impact of transaction synergies.

In addition, the pro forma results are not necessarily indicative of the results of operations that

actually would have been achieved had the PMX Transaction been consummated as of that date:

For the Years Ended

Note 5 — Significant Agreements

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The fees under the second statement

of work totaled approximately $ 800,000 , and the term was through July 14, 2025 .

of work totaled approximately $ 0.8 million, and the term was through July 14, 2025 .

On October 12, 2023, the Company terminated the Master

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During 2023, the Company recognized a termination fee of approximately $ 1.4 million included

in selling, general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss.

during 2024, the Company agreed with the vendor to pay a reduced termination fee of approximately $ 0.9 million and recorded net credits

of $0.5 million for the difference in the termination fee related to this contract during the year ended December 31, 2024, which is included

in selling, general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss.

had approximately $ 1.1 million and $ 1.8 million recorded in related accounts payable as of December 31, 2024 and 2023, respectively, which

includes amounts due for early termination of the contract.

in selling, general and administrative expense.

Subsequently during 2024, the Company agreed with the vendor to pay a reduced termination

fee of approximately $ 0.9 million and recorded net credits of $ 0.5 million for the difference in the termination fee related to this contract

during the year ended December 31, 2024, which was included in selling, general and administrative expense for the year then ended.

the year ended December 31, 2025, the Company settled the remaining balance of the termination fee and recognized a $ 0.9 million gain

on forgiveness of accounts payable in the accompanying consolidated statement of operations and comprehensive loss.

ONCONETIX, INC.

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Laboratory Corporation of America

On March 23, 2023, Proteomedix

entered into a license agreement with LabCorp, pursuant to which LabCorp has the exclusive right to develop and commercialize Proclarix,

and other products developed by LabCorp using Proteomedix’s intellectual property covered by the license, in the United States (“Licensed

In consideration for granting LabCorp an exclusive license, Proteomedix received an initial license fee of in the mid-six

figures upon signing of the contract.

Additionally, Proteomedix is entitled to royalty payments of between 5 % and 10 % on the net sales

recognized by LabCorp of any Licensed Products plus milestone payments as follows:

On March 23, 2023, Proteomedix entered into a

license agreement with LabCorp, pursuant to which LabCorp has the exclusive right to develop and commercialize Proclarix, and other products

developed by LabCorp using Proteomedix’s intellectual property covered by the license, in the United States (“Licensed Products”).

In consideration for granting LabCorp an exclusive license, Proteomedix received an initial license fee of in the mid-six figures upon

signing of the contract.

Additionally, Proteomedix is entitled to royalty payments of between 5 % and 10 % on the net sales recognized by

LabCorp of any Licensed Products plus milestone payments as follows:

after the first sale of Proclarix as a laboratory developed test, LabCorp will pay an amount in the mid-six figures,

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The Company has sold product to LabCorp for their use in internal trials

On December 6, 2025, the Company entered into

an amendment with LabCorp that adds in a clause for LabCorp to complete a research study on behalf of the Company.

This amendment does

not affect the licensing agreement or any conclusions therein.

The Company engaged LabCorp to complete a study and will pay LabCorp for

these services separately.

Under the amendment, the Company is obligated to reimburse LabCorp for study-related services based on subject

enrollment milestones, with total payments capped at $ 0.3 million.

Management currently estimates total study costs to be in the mid-five-figure

however, actual costs may vary depending on enrollment levels and study execution.

On September 17, 2025, Proteomedix entered into

a license agreement with Immunovia AB, pursuant to which Immunovia obtained exclusive rights to certain intellectual property and proprietary

biological materials related to the PancreaSure™ test.

In exchange for these rights, Immunovia paid Proteomedix a non-refundable

upfront license fee of $ 0.3 million.

Based on the terms of the agreement and the nature of the license, the Company determined that the

performance obligations were satisfied upon the transfer of the licensed rights.

Accordingly, the Company recognized the $ 0.6 million as

license revenue during the year ended December 31, 2025.

Additionally, the agreement provides for a second payment of $ 0.3 million due

by March 31, 2026.

Under the terms of the agreement, Immunovia is

responsible for the development, manufacturing, and commercialization of the PancreaSure™ test in the United States.

is also entitled to receive royalty payments based on net sales of the licensed product.

The royalty structure includes a tiered percentage

of net sales of 3 %, depending on sales volume thresholds.

Immunovia may deduct certain third-party costs related to the manufacture or

sale of the licensed product from the royalty payments, subject to specified limits.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 5 — Significant Agreements (cont.)

The license agreement includes customary termination

provisions, including termination for convenience with advance notice, and termination for material breach or non-payment.

The agreement

does not require Proteomedix to provide ongoing services or support following the initial transfer of rights and materials.

As of December 31, 2025, the Company received

the initial nonrefundable license payment of $ 0.3 million, and the sale of the Licensed Products by Immunovia under the license agreement

has not commenced.

As of December 31, 2025 the Company had an outstanding

accounts receivable balance of $ 0.3 million due to the payment from the customer due to the Company by March 31, 2026.

As of December

31, 2025, the Company’s accounts receivable balances were reported as accounts receivable, net in the accompanying consolidated

balance sheets.

Consulting Agreement

On June 17, 2025, the Company entered into a consulting

agreement with a firm affiliated with Thomas Meier, PhD, (see Note 11) pursuant to which the consulting firm provides strategic and transactional

advisory services, including services related to the Immunovia license agreement.

Under the terms of the agreement, the consulting firm

is eligible to earn success fees based on transaction proceeds and reimbursement of related expenses.

During the year ended December 31,

2025, the Company recognized approximately $ 0.03 million of expense related to success fees under this agreement, and approximately $ 0.02

million was included in accounts payable as of December 31, 2025.

Note 6 — Notes Payable

Veru Notes Payable

In connection with the Veru APA (see Note 5),

the Company executed three non-interest bearing notes payable (the “Notes”) in the principal amounts of $ 4.0 million, $ 5.0

million and $ 5.0 million with initial maturity dates of September 30, 2023 , April 19, 2024 , and September 30, 2024 , respectively.

In accordance

with the Notes, no principal payments are due until maturity, however, the Company may voluntarily prepay the Notes with no penalty.

Additionally,

in an Event of Default, as defined in the Notes, the unpaid principal amount of the Notes will accrue interest at a rate of 10.0 % per

The Company imputed interest on the Notes using

an average discount rate of 8.2 % and recorded a debt discount of approximately $ 1.1 million at the issuance date.

The debt discount is

reflected as a reduction in the carrying amount of the Notes and amortized to interest expense through the respective maturity dates,

As December 31, 2024, the Company had two non-interest-bearing

notes payable outstanding with principal amounts of $ 5.0 million and initial maturity dates of April 19, 2024 (“April Veru Note”),

and September 30, 2024 (“September Veru Note” and together with the April Veru Note, the “Veru Notes”), respectively.

In accordance with the Veru Notes, no principal payments are due until maturity;

however, the Company may voluntarily prepay the Veru

Notes with no penalty.

Additionally, in an Event of Default, as defined in the Veru Notes, the unpaid principal amount of the Veru Notes

will accrue interest at a rate of 10.0 % per annum.

The Company imputed interest on the Veru Notes

using an average discount rate of 8.2 % and recorded a debt discount of approximately $ 1.1 million at the issuance date.

The debt discount

is reflected as a reduction in the carrying amount of the Notes and amortized to interest expense through the respective maturity dates,

using the effective interest method.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 7 — Notes Payable (cont.)

On September 29, 2023, the Company and the note

holder entered into an amendment to the Veru APA, which provided that the $ 4.0 million note payable originally due on September 30, 2023

was deemed paid and fully satisfied upon (1) the payment to the Seller of $ 1.0 million in cash on September 29, 2023, and (2) the issuance

to the Seller by October 3, 2023 of 3,000 shares of Series A Preferred Stock of the Company (see Note 5).

In connection with the Veru

APA Amendment, the Company recorded an extinguishment loss on the note payable of approximately $ 490,000 , which represents the difference

between the fair value of the Series A Preferred Stock that was issued to settle the debt and the carrying value of the note payable as

of September 29, 2023.

Pursuant to the Veru APA Amendment, the Series A Preferred Stock would convert to common stock of the Company one

year from the date of issuance if the required stockholder approval was obtained.

The Series A Preferred Stock, which was issued to the

Seller on October 3, 2023 was initially convertible, in the aggregate, into 142,749 shares of the Company’s common stock, subject

to adjustment and certain stockholder approval limitations specified in the Certificate of Designations.

Stockholder approval was obtained

during September 2024 and therefore subsequent conversion of the Series A Preferred Stock to common stock was consummated by the Company

during the quarter ended September 30, 2024 (see Note 9).

The Company also agreed to include the shares of common stock issuable upon

conversion of the Series A Preferred Stock in the next resale registration statement filed with the SEC.

To that end, the Company registered

130,321 shares of common stock, out of the 142,749 shares issued to Veru, in a registration statement filed with the SEC on November 1,

Of the 142,749 shares issued to Veru originally, 12,428 shares were sold prior to registration.

As a result, the remaining unsold

shares of 130,321 were registered.

On April 24, 2024, the Company entered into a

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such default occurs.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 6 — Notes Payable (cont.)

In consideration for Veru’s entrance into

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and conditions set forth below.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 7 — Notes Payable (cont.)

The A&R Forbearance Agreement extends the

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The remaining balance of the April Veru Note will be due at the end of the April 2024 Forbearance Period.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 6 — Notes Payable (cont.)

and Veru also agreed to the following amendments to the September Veru Note in the A&R Forbearance Agreement:

21 unchanged sentences

has evaluated and concluded that there is no accounting impact from the A&R Forbearance Agreement with Veru.

During the year ended December 31, 2024 and 2023,

the Company recorded approximately $ 1.4 million and $ 0.7 million of associated interest expense, respectively, which includes accrued

interest and amortization of the debt discount.

The unamortized debt discount as of December 31, 2024 and 2023 was $ 5,000 and $ 0.4 million.

As of December 31, 2024, the Company has recorded accrued interest of approximately $ 0.1 million on the Notes, which is included in accrued

expenses in the accompanying consolidated balance sheets.

Future minimum principal payments on the Notes

as of December 31, 2024 include $ 4.3 million in principal payments that are due in March 2025 and $ 5.0 million principal payments that

are due in June 2025.

On March 31, 2025, Veru and the Company entered

into a waiver agreement, pursuant to which Veru agreed to waive and extend the date for payment of the April Veru Note to April 14, 2025.

On April 23, 2025, Veru and the Company entered

into a limited waiver agreement, pursuant to which Veru agreed to waive and extend the date for payment of the April Veru Note to June

On June 30, 2025, Veru and the Company entered

into a limited waiver agreement, pursuant to which Veru agreed to waive and extend the date for payment of the Veru Notes to July 31,

On July 31, 2025, Veru and the Company entered

into a waiver agreement, pursuant to which Veru agreed to waive and extend the date for payment of the Veru Notes to August 14, 2025.

On August 7, 2025, Veru and the Company agreed

to amend and restate the September Veru Note to increase the principal amount owed to Veru by $ 100,000 to an aggregate principal amount

of $ 5.1 million and extend the maturity date to August 14, 2025 .

All other terms of the September Veru Note remained the same.

ONCONETIX, INC.

1 unchanged sentence

Note 6 — Notes Payable (cont.)

On August 14, 2025, Veru and the Company entered

into a waiver agreement, pursuant to which Veru agreed to waive and extend the date for payment of the April Veru Note and the September

Veru Note to August 31, 2025.

On August 28, 2025, Veru and the Company agreed

to amend and restate the September Veru Note.

Pursuant to the September Veru Note, the principal amount owed to Veru was increased by

$ 100,000 to an aggregate principal amount of $ 5.2 million, and the maturity date was amended to September 19, 2025 .

All other terms of

the September Veru Note remained the same.

On August 28, 2025, Veru and the Company also

entered into a waiver agreement, pursuant to which Veru agreed to waive and extend the date for payment of the September Veru Note to

September 19, 2025.

As of September 22, 2025, approximately $ 8.8 million

was payable to Veru under the Veru Notes and related amendments.

On September 22, 2025, the Company and Veru entered into a Settlement

Agreement and Release (the “Veru Settlement Agreement”), pursuant to which Veru agreed to accept a cash payment of approximately

$ 6.3 million (including interest accrued through receipt of the Settlement Amounts (as defined herein)), 3,125 shares of Series D Preferred

Stock (as defined below) and 846,975 Series D Warrants (as defined below) from a Series D PIPE Financing (as defined below) entered between

the Company and certain institutional investors on September 22, 2025 (such cash payment, shares of Series D Preferred Stock and Series

D Warrants, collectively, the “Settlement Amounts”) in full satisfaction of all amounts due under the Veru Notes, as amended

by all preceding amendments, forbearance agreements, and waivers, and Veru agreed that such acceptance constituted complete discharge

of all obligations thereunder.

The Settlement Agreement contains customary release provisions that upon timely delivery of the Settlement

Amounts, Veru shall release all claims or actions against the Company.

The transaction was accounted for as a debt extinguishment in accordance

with ASC 405-20 and ASC 470-50.

The Company derecognized the carrying amount of the Veru Notes and recognized a gain or loss on extinguishment

equal to the difference between the reacquisition price—measured at the fair value of the cash and equity instruments transferred—and

the net carrying value of the debt.

The Company recognized a loss on extinguishment related to this transaction of $ 3,516,811 recorded

within loss on extinguishment of notes payable in the accompanying consolidated statement of operations and comprehensive loss for the

year ended December 31, 2025.

On September 24, 2025, Veru confirmed receipt

of all Settlement Amounts in satisfaction of all outstanding amounts, and all Veru Notes and related amendments were deemed cancelled

and terminated, respectively, and of no further force or effect.

During the year ended December 31, 2025 and 2024,

the Company recorded approximately $ 0.8 million and $ 1.4 million of associated interest expense, respectively, which includes accrued

interest and amortization of the debt discount.

The unamortized debt discount as of December 31, 2025 and 2024 was $0 and $ 5,000 .

December 31, 2025 and 2024, the Company has recorded accrued interest of approximately $0 and $ 0.1 million on the Notes, which is included

in accrued expenses in the accompanying consolidated balance sheets.

There are no future minimum principal payments

on the Veru Notes as of December 31, 2025 as the Veru Notes are fully paid off and extinguished in accordance with the Veru Settlement

Related Party Debenture

10 unchanged sentences

No other terms of the Debenture were modified in connection with the Extension Agreement.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 6 — Notes Payable (cont.)

The Company considered the guidance of ASC 470-60,

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The Company recorded approximately $ 0.5 million

of interest expense on the Debenture during the year ended December 31, 2024, respectively, which includes accrued interest and amortization

of the debt discount.

of interest expense on the Debenture during the year ended December 31, 2024 which includes accrued interest and amortization of the debt

There was no such interest expense during the year ended December 31, 2025.

Insurance Financing

During the years ended December 31, 2025 and 2024,

the Company obtained financing for certain Director & Officer liability insurance policy premiums.

The agreement assigns the lender

a first priority lien on and security interest in the financed policies and any additional premium required in the financed

During 2024, the total premiums, taxes and fees

financed are approximately $ 0.7 million, with an annual interest rate of 7.79 %.

In consideration of the premium payment

by the lender to the insurance companies or the agent or broker, the Company unconditionally promised to pay the lender the amount financed

plus interest and other charges permitted under the agreement.

As of December 31, 2024, the company had paid off the insurance financing

note payable.

The Company paid the insurance financing through monthly installment payments of approximately $ 78,000 , the last payment

for the note was paid on November 17, 2024 .

During 2025, the total premiums, taxes and fees

financed are approximately $ 0.5 million, with an annual interest rate of 7.25 %.

In consideration of the premium payment by the

lender to the insurance companies or the agent or broker, the Company unconditionally promised to pay the lender the amount financed plus

interest and other charges permitted under the agreement.

The Company paid the insurance financing through monthly installment payments

of approximately $ 52,768 , with the last payment for the note occurring on November 17, 2025 .

As of December 31, 2025, the insurance financing

is fully paid off and the insurance policy remains in effect until February 17, 2026.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 6 — Notes Payable (cont.)

Keystone Notes Payable

During the year ended December 31, 2025, the Company

obtained financing for certain Director & Officer liability insurance policy premiums.

The agreement assigns the lender a first priority

lien on and security interest in the financed policies and any additional premium required in the financed policies.

The total premiums, taxes and fees financed are

approximately $ 0.7 million, with an annual interest rate of 7.79 %.

In consideration of the premium payment by the lender to

the insurance companies or the agent or broker, the Company unconditionally promised to pay the lender the amount financed plus interest

and other charges permitted under the agreement.

As of December 31, 2024, the company had paid off the insurance financing note payable.

The Company paid the insurance financing through monthly installment payments of approximately $ 78,000 , the last payment for the note

was paid on November 17, 2024 .

PMX Note Payable

The Company also assumed an obligation in the

amount of 100,000 CHF, in connection with the Proteomedix acquisition.

This obligation relates to a loan from an investor that was advanced

to Proteomedix in March 2010.

This loan bears no interest, is unsecured and may be cancelled by the Company at its discretion.

was terminated in the fourth quarter of 2024.

The long term note payable has no outstanding balance as of December 31, 2024.

issued six subordinated promissory notes to Keystone Capital Partners, LLC, each with an original issue discount and payable upon the

earlier of (i) receipt of sufficient proceeds from the Company’s Equity Line of Credit (“ELOC”) with the Investor or

(ii) a specified maturity date.

All notes are subordinated to the Company’s existing debt obligations to Veru, do not initially

bear interest, and are subject to a late charge of 15 % per annum on any unpaid amounts past due.

● On February 12, 2025, the Company issued a note with an aggregate principal amount of $ 117,647 , including an original issue discount of $ 17,647 .

The note matures on November 12, 2025 , unless prepaid earlier upon receipt of sufficient capital from other securities offerings (the “February Keystone Note”).

● On May 16, 2025, the Company issued a note with an aggregate principal amount of $ 294,118 , including an original issue discount of $ 44,118 .

The note matures on February 16, 2026 , subject to the same prepayment provisions (the “May Keystone Note”).

● On June 5, 2025, the Company issued a note with an aggregate principal amount of $ 147,059 , including an original issue discount of $ 22,059 .

The note matures on March 5, 2026 , subject to the same prepayment provisions (the “June Keystone Note”).

● On August 6, 2025, the Company issued a note with an aggregate principal amount of $ 117,647 , including an original issue discount of $ 17,647 .

The note matures on March 6, 2026 , subject to the same prepayment provisions (the “August 6 Keystone Note”).

● On August 28, 2025, the Company issued two notes with an aggregate principal amount of $ 58,824 each, including an original issue discount of $ 8,824 each.

The notes mature on May 28, 2026 , subject to the same prepayment provisions (the “August 28 Keystone Notes”).

On September 22, 2025, Keystone Capital Partners,

LLC and the Company agreed to exchange the principal owed under the May Keystone Note, the June Keystone Note, the August 6 Keystone Note

and the August 28 Keystone Notes for Series D Preferred Stock and Warrants in connection with the Series D PIPE Financing.

Keystone Note was fully paid off as of October 10, 2025.

The transaction was accounted for as a debt extinguishment in accordance with

ASC 405-20 and ASC 470-50.

The Company derecognized the carrying amount of the Keystone Notes and recognized a gain or loss on extinguishment

equal to the difference between the reacquisition price, measured at the fair value of the cash and equity instruments transferred, and

the net carrying value of the debt.

The Company recognized a loss on extinguishment related to this transaction of $ 1,867,908 recorded

within loss on extinguishment of notes payable in the accompanying consolidated statement of operations and comprehensive loss for the

year ended December 31, 2025.

During the year ended December 31, 2025, the Company

recorded approximately $ 0.1 million of amortization of the debt discount.

ONCONETIX, INC.

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a subscription agreement (the “Subscription Agreement”) with the PMX Investor, who became a stockholder of Onconetix at the

closing of the PMX Transaction (see Notes 5 and 11), for the sale of 500,000 units, each comprised of 1 share of common stock and 0.30

pre-funded warrants (the “Units”) at $ 10 per Unit.

The Subscription Agreement includes a make-whole provision which requires

the issuance of additional shares of common stock in the event that the 270-day volume weighted average price after the closing of the

Subscription Agreement, is below $ 10 , and the PMX Investor still holds the common shares acquired upon closing of the Subscription Agreement

270 days after such closing.

The Subscription Agreement would only close upon obtaining Stockholder Approval for certain transactions

involving the Company’s Series B Preferred Stock, as further described in Note 5.

closing of the PMX Transaction (see Note 11), for the sale of 5,882 units, each comprised of 1 share of common stock and 0.30 pre-funded

warrants (the “Units”) at $ 850 per Unit.

The Subscription Agreement includes a make-whole provision (the “Make-Whole

Provision”) which requires the issuance of additional shares of common stock in the event that the 270-day volume weighted average

price after the closing of the Subscription Agreement, is below $ 850 , and the PMX Investor still holds the common shares acquired upon

closing of the Subscription Agreement 270 days after such closing.

The Subscription Agreement would only close upon obtaining stockholder

approval for certain transactions involving the Company’s Series B Preferred Stock.

The Subscription Agreement was amended on January

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under the debenture to the PMX Investor took place on September 24, 2024.

Due to the issuance, the make-whole took effect and remains

in place until June 24, 2025.

The Subscription Agreement is accounted for as

On June 24, 2025, the 270 -day volume weighted

average price after the closing of the Subscription Agreement was below $ 850 .

In accordance with the Make-Whole Provision under the Subscription

Agreement, the Company issued 241,514 shares of common stock (the “Make-Whole Shares”) to Altos Venture AG, following the

determination that the 270 -day volume weighted average price (“Issuer VWAP”) was below the $ 850 threshold.

The Company recorded

common stock of $ 2 and additional paid in capital of $ 995,036 related to the issuance of the 241,514 shares in the accompanying consolidated

balance sheet as of December 31, 2025.

The Subscription Agreement was accounted for as

a liability in accordance with ASC 480, Distinguishing Liabilities from Equity , (“ASC 480”), as the make-whole provision

could result in a variable number of shares being issued upon settlement.

The related party subscription agreement liability is measured

at fair value at the commitment date and at each subsequent reporting period, with changes in fair value recorded as a component of other

income (expense), net in the consolidated statements of operations and comprehensive loss.

As of December 31, 2024 and December 31, 2023,

the fair value of the related party subscription agreement liability is estimated to be approximately $ 4,123,000 and $ 864,000 , respectively,

and the change in fair value of the related party subscription agreement liability for the year ended December 31, 2024 was an increase

of approximately $ 3,259,000 .

The fair value was determined using a Monte-Carlo option pricing model, and as of December 31, 2024 and 2023,

the Company utilized 100 % and 55 % probability, respectively, that the Subscription Agreement will close.

The significant assumptions used

in the Monte-Carlo model, which utilizes Level 3 inputs (see Note 3), are as follows as of December 31, 2024 and 2023:

The related party subscription agreement liability was measured

at fair value at the commitment date and remeasured at each subsequent reporting period, with changes in fair value recorded as a component

of other income (expense), net in the consolidated statements of operations and comprehensive loss.

During the year ended December 31, 2025, the subscription

agreement liability - related party expired and was settled resulting in the recognition of $ 2 in common stock and $ 995,036 in additional

paid in capital as of December 31, 2025.

The following table summarizes the activity for

the related party subscription agreement liability, using unobservable Level 3 inputs, for the years ended December 31, 2025 and 2024:

Balance at December 31, 2023

Change in fair value

Balance at December 31, 2024

Change in fair value

( 3,127,962 )

Balance at December 31, 2025

As of December 31, 2025 and 2024, the fair value

of the related party subscription agreement liability was approximately $ 0 and $ 4,123,000 , respectively.

For the years ended December

31, 2025 and 2024, the Company recognized a (gain) loss in change in fair value of the related party subscription agreement liability

of approximately $( 3,127,962 ) and $ 3,259,000 , respectively.

The fair value was determined using a Monte-Carlo

option pricing model, and as of December 31, 2024, the Company utilized 100 % probability that the Subscription Agreement will close.

significant assumptions used in the Monte-Carlo model, which utilizes Level 3 inputs (see Note 3), are as follows as of December 31, 2024:

Exercise price

1 unchanged sentence

Risk-free rate of interest

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 8 — Warrant and derivative liabilities

Contingent warrant liabilities

The following table summarizes the activity for

the contingent warrant liabilities, using unobservable Level 3 inputs, for the years ended December 31, 2025 and 2024:

Balance at December 31, 2023

Fair value at issuance

Change in fair value

( 1,250,466 )

Gain on settlement of contingent warrant liability

Balance at December 31, 2024

Change in fair value

Balance at December 31, 2025

Series D derivative liabilities and warrant

On September 22, 2025, the Company completed a

private placement transaction with institutional investors, resulting in the issuance of Series D convertible preferred stock and accompanying

warrants to purchase shares of common stock.

In connection with this transaction, the Company recorded warrant liabilities related to

the Series D Warrants and derivative liabilities associated with certain embedded features in the Series D Preferred Stock.

These instruments

were classified as liabilities and measured at fair value in accordance with ASC 815 due to their settlement provisions and other contractual

Refer to Note 9 for further detail on the private placement transaction.

The Company measured its bifurcated embedded derivative

liabilities and warrant liabilities as of December 31, 2025 and September 22, 2025, at fair value on a recurring basis using level 3 inputs.

These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination

of fair value require significant management judgment to estimation.

The derivative liabilities and warrant liabilities were both measured

using Monte Carlo valuation models.

Valuations based on unobservable inputs are highly subjective and require significant judgments.

in such judgments could have a material impact on fair value estimates.

As of December 11, 2025 the Company had entered

a letter of intent with Realbotix (“LOI”), which contemplates a change of control transaction.

A closing condition of the

LOI is that no convertible securities of the Company will be outstanding prior to, or upon, closing (subject to approval of the preferred

shareholders) which creates two distinct timing scenarios for the settlement of the preferred securities:

prior to, or at closing, pursuant

to the terms of the LOI or after closing in the event the transaction proposed by the LOI is not completed.

Given the disparate timing

conditions, the valuation included two scenarios in the Monte Carlo valuation analysis as of December 31, 2025 and December 23, 2025:

Closing and No Closing.

The Closing scenario includes settlement logic for the preferred securities based on the profit-maximizing outcome

of the preferred shareholder at the hypothetical closing date.

The No Closing scenario models the embedded derivatives as if there was

no forced conversion event (similar to valuation analyses of the embedded derivatives as of their original issuance and September 30,

The closing scenario resulted in higher warrant values primarily due to a higher implied equity value, a shorter expected time

to liquidity, and changes to the post-transaction capital structure and holder economics relative to the no-closing scenario.

below shows the inputs used to determine the fair value of the derivative liabilities:

September 22,

Expected term (years)

Expected volatility

Expected dividend yield

Risk-free interest rate

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 8 — Warrant and derivative

liabilities (cont.)

below shows the inputs used to determine the fair value of the warrant liabilities:

September 22,

Expected term (years)

Expected volatility

Expected dividend yield

Risk-free interest rate

The Limited Waiver Agreement executed on December

23, 2025 resulted in reclassification of the warrants to equity, the warrant liability was remeasured using inputs as of December 23,

2025, and no subsequent liability remeasurement was required through December 31, 2025.

The following table presents information about

the Company’s derivative liabilities and warrant liabilities that are measured at fair value on a recurring basis as of December

31, 2025 and September 22, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such

September 22,

Warrant liabilities

Derivative liabilities

The following table sets forth a summary of the

change in the fair value of the derivative liabilities and warrant liabilities that are measured at fair value on a recurring basis for

the year ended December 31, 2025:

Balance, as of December 31, 2024

Fair value recognized upon issuance

Change in fair value

( 10,377,638 )

Reclassified to equity (See Note 9)

( 4,371,362 )

Balance, as of December 31, 2025

Series E derivative liabilities and warrant

On October 1, 2025, the Company completed a private

placement transaction with institutional investors, resulting in the issuance of Series E convertible preferred stock and accompanying

warrants to purchase shares of common stock.

In connection with this transaction, the Company recorded warrant liabilities related to

the Series E Warrants and derivative liabilities associated with certain embedded features in the Series E Preferred Stock.

These instruments

were classified as liabilities and measured at fair value in accordance with ASC 815 due to their settlement provisions and other contractual

Refer to Note 9 for further detail on the private placement transaction.

The Company measures its bifurcated embedded derivative

liability and warrant liability as of December 31, 2025 and issuance, at fair value on a recurring basis using level 3 inputs.

These financial

instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require

significant management judgment to estimation.

The derivative liability and warrant liability were both measured using Monte Carlo valuation

Valuations based on unobservable inputs are highly subjective and require significant judgments.

Changes in such judgments could

have a material impact on fair value estimates.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 8 — Warrant and derivative

liabilities (cont.)

As of December 11, 2025 the Company had entered

a letter of intent with Realbotix (“LOI”), which contemplates a change of control transaction.

A closing condition of the

LOI is that no convertible securities of the Company will be outstanding prior to, or upon, closing (subject to approval of the preferred

shareholders) which creates two distinct timing scenarios for the settlement of the preferred securities:

prior to, or at closing, pursuant

to the terms of the LOI or after closing in the event the transaction proposed by the LOI is not completed.

Given the disparate timing

conditions, the valuation included two scenarios in the Monte Carlo valuation analysis as of December 31, 2025 and December 23, 2025:

Closing and No Closing.

The Closing scenario includes settlement logic for the preferred securities based on the profit-maximizing outcome

of the preferred shareholder at the hypothetical closing date.

The No Closing scenario models the embedded derivatives as if there was

no forced conversion event (similar to valuation analyses of the embedded derivatives as of their original issuance and September 30,

The closing scenario resulted in higher warrant values primarily due to a higher implied equity value, a shorter expected time

to liquidity, and changes to the post-transaction capital structure and holder economics relative to the no-closing scenario.

below shows the inputs used to determine the fair value of the derivative liabilities:

Expected term (years)

Expected volatility

Expected dividend yield

Risk-free interest rate

below shows the inputs used to determine the fair value of the warrant liabilities:

Expected term (years)

Expected volatility

Expected dividend yield

Risk-free interest rate

The Limited Waiver Agreement executed on

December 23, 2025 resulted in reclassification of the warrants to equity, the warrant liability was remeasured using inputs as of December

23, 2025, and no subsequent liability remeasurement was required through December 31, 2025.

The following table presents information about

the Company’s derivative liabilities and warrant liabilities that are measured at fair value on a recurring basis as of December

31, 2025 and October 1, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair

Warrant liabilities

Derivative liabilities

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 8 — Warrant and derivative

liabilities (cont.)

The following table sets forth a summary of the

change in the fair value of the derivative liabilities and warrant liabilities that are measured at fair value on a recurring basis for

the year ended December 31, 2025:

Balance, as of December 31, 2024

Fair value recognized upon issuance

Change in fair value

( 4,486,847 )

Reclassified in equity (See Note 9)

( 2,029,153 )

Balance, as of December 31, 2025

Note 9 — Convertible Redeemable Preferred Stock and Stockholders’

3 unchanged sentences

$ 0.00001 for both common stock and preferred stock.

At December 31, 2024, the Company had designated 1,150,000 shares,

10,000 shares, 2,700,000 shares, and 10,000 shares of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock

and Series C Preferred Stock, respectively.

At December 31, 2023, the Company had designated and authorized the

issuance of up to 1,150,000 shares, 10,000 shares, 2,700,000 shares, and 0 shares of Series Seed Preferred Stock, Series A Preferred Stock,

Series B Preferred Stock and Series C Preferred Stock, respectively.

At December 31, 2025 and 2024, the Company had designated 1,150,000

shares, 10,000 shares, 2,700,000 shares, and 10,000 shares of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred

Stock and Series C Preferred Stock, respectively.

At December 31, 2025, the Company had designated 32,000 shares and 10,000 shares of

Series D and E Preferred Stock, respectively.

Preferred Stock

3 unchanged sentences

31, 2025 and 2024.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 9 — Convertible Redeemable Preferred Stock and Stockholders’

Equity (cont.)

Series A Convertible Preferred Stock

6 unchanged sentences

shares of Series A Convertible Preferred Stock into 1,679 shares of the Company’s common stock per the stated conversion ratio.

There were 0 and 3,000 shares of Series A Convertible Stock outstanding as of December 31, 2024 and 2023, respectively.

There were no shares of Series A Convertible Stock outstanding as of December 31, 2025 and 2024.

Series B Convertible Preferred Stock

On December 15, 2023, the Company filed a Certificate

of Designations of Rights and Preferences of Series B Convertible Preferred Stock of the Company (the “Series B Certificate of Designations”)

with the State of Delaware to designate and authorize the issuance of up to 2,700,000 shares of Series B Preferred Stock.

On December 15, 2023, in connection with the PMX

Transaction, as part of the purchase consideration, the Company issued 2,696,729 shares of Series B Convertible Preferred Stock (see Note

The Series B Preferred Stock was initially convertible into approximately 6,741,820 shares of the Company’s common stock,

upon Stockholder Approval as defined in the Series B Certificate of Designation.

The Company evaluated the terms of the Series

B Preferred Stock, and in accordance with the guidance of ASC 480, the Series B Preferred Stock was classified as temporary equity in

the accompanying consolidated balance sheets, as the shares may be redeemable by the holders for cash, upon certain conditions that are

not within the control of the Company.

Additionally, the Company does not control the actions or events necessary to deliver the number

of required shares upon exercise by the holders of the conversion feature.

The Series B Preferred Stock was recorded at its fair value

as of the issuance date (see Note 5).

The Series B Preferred Stock was not previously redeemable or probable of becoming redeemable because

it was subject to, among other things, Stockholder Approval as described above, and therefore the carrying amount was not accreted to

its redemption value in prior periods.

On September 5, 2024, Stockholder Approval was

obtained, and on September 24, 2024, the Company effected the conversion of all 2,696,729 shares of Series B Preferred Stock into 6,741,820

shares of the Company’s common stock.

In connection with the PMX acquisition on December

15, 2023, the Company issued 2,696,729 shares of Series B Convertible Preferred Stock, which were initially convertible into approximately

79,315 shares of common stock, subject to stockholder approval on September 5, 2024.

All Series B Preferred Stock was fully converted

into common stock on September 24, 2024.

As of December 31, 2024 and 2025, no Series B Preferred Stock remains outstanding.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 9 — Convertible Redeemable Preferred Stock and Stockholders’

Equity (cont.)

Series C Convertible Preferred Sock

13 unchanged sentences

as provided in the Certificate of Designations.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 9 — Convertible Redeemable Preferred Stock and Stockholders’

Equity (cont.)

After the Stockholder Approval Date, if a Triggering

31 unchanged sentences

Shares (or Warrants), except that any raise will only be effective upon 61-days’ prior notice to the Company.

On July 16, 2025, the Company exercised its voluntary

Series C Preferred Stock adjustment right to lower the conversion price of the Series C Preferred Stock to $ 3.50 , and holders of 1,920

shares of Series C Preferred Stock agreed to convert their shares into shares of Common Stock.

During the year ended December 31, 2025,

1,369 shares of Series C Preferred Stock were redeemed for an aggregate amount of $ 1.71 million, 1,920 shares of Series C Preferred Stock

were converted into common stock and 203 shares of Series C Preferred Stock were exchanged into 244 shares of Series D Preferred Stock

(as defined below).

There were no redemptions or conversions of the Series C Preferred Stock during the year ended December 31, 2024.

As of December 31, 2025, 7 shares of Series C Preferred Stock remain outstanding, with a carrying value of $ 1.7 thousand, as reflected

in the accompanying consolidated balance sheet.

As of December 31, 2024, 3,499 shares of Series C Preferred stock were outstanding with

a carrying value of $ 1.1 million, as reflected in the accompanying consolidated balance sheet.

ONCONETIX, INC.

2 unchanged sentences

Equity (cont.)

Securities Purchase Agreement and ELOC

Series D Preferred Stock

On September 22, 2025,

the Company entered into a securities purchase agreement (the “Series D Securities Purchase Agreement” and the financing contemplated

therein, the “Series D PIPE Financing”) with eleven institutional investors, and sold or exchanged debt, to such investors

(collectively, the “Series D PIPE Investors”) an aggregate of 16,099 shares of Series D convertible preferred stock, par value

$ 0.00001 per share (“Series D Preferred Stock”), which includes an issuance of 500 shares of Series D Preferred Stock to the

lead investor in consideration for the Series D PIPE Investors’ irrevocable commitment to purchase shares of the Series D Preferred

Stock, and warrants (the “Series D Warrants”) to purchase 4,362,827 shares of Common Stock, (the Series D Preferred Stock

together with the Series D Warrants, the “Series D PIPE Securities”), for an aggregate purchase price of approximately $ 12.9

million and net cash proceeds of $ 9.3 million.

The exercise price of the Series D Warrants is $ 3.6896 , and the Series D Warrants are exercisable

beginning on the issuance date and expire on the third anniversary of the issuance date.

Concurrently with entering

into the Securities Purchase Agreement, the Company also entered into a registration rights agreement with the Series D PIPE Investors,

pursuant to which it has agreed to provide the Series D PIPE Investors with certain registration rights related to the shares of Common

Stock underlying the shares of Series D Preferred Stock and Series D Warrants.

In connection with the

Series D financing entered into on September 22, 2025, the Company utilized the proceeds to extinguish the outstanding Veru and Keystone

notes payable upon the transfer of the settlement considerations.

The extinguishment was achieved through a combination of cash payment

and the issuance of Series D Preferred Stock and Series D Warrants (See Note 6).

The transaction was accounted for as a debt extinguishment

in accordance with ASC 405-20 and ASC 470-50.

The Company derecognized the carrying amounts of the notes payable and recognized a gain

or loss on extinguishment equal to the difference between the reacquisition price, measured at the fair value of the cash and equity instruments

transferred, and the net carrying value of the debt.

The Company recognized a loss on extinguishment related to this transaction of $ 5,384,719

recorded within loss on extinguishment of notes payable in the accompanying consolidated statement of operations and comprehensive loss

for the year ended December 31, 2025.

The Series D Preferred

Stock was determined to be more akin to an equity-like host than a debt-like host and was classified as permanent equity as it was not

redeemable in any manner that would require classification outside of permanent equity pursuant to ASC 480-10-S99.

The Series D Preferred

Stock was recorded on the accompanying consolidated balance sheet at its par value.

Certain embedded share-settled redemption features

within the Series D Preferred Stock were bifurcated and accounted for separately a derivative liability.

The Series D Warrants

and certain embedded share-settled redemption features of the Series D Preferred Stock issued were determined to be liability-classified

instruments pursuant to ASC 480 and ASC 815.

The embedded features of the Series D Preferred Stock were bifurcated and accounted for separately

as derivative liabilities.

The Company measured the warrant liabilities and bifurcated derivative liabilities at fair value on a recurring

basis using Level 3 inputs as of September 22, 2025 (the issuance date), December 23, 2025 (amended warrants date), and December 31, 2025

(derivative liabilities fair value date), respectively.

The fair value of the derivative liabilities was $ 772,000 and $ 4,581,333 as of

September 22, 2025 and December 31, 2025, respectively.

The fair value of the warrant liabilities was $ 14,749,000 and $ 4,371,362 as of

September 22, 2025 and December 23, 2025, respectively.

See Note 8 for further information regarding the valuation methodology and assumptions

used in determining the fair value of the warrant and derivative liabilities.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 9 — Convertible Redeemable Preferred Stock and Stockholders’

Equity (cont.)

In connection with the

Series D PIPE Financing, the Company incurred direct and incremental expenses of $ 775,000 , comprised of legal fees and success fees, were

expensed immediately.

In addition to these issuance costs, the Company recognized a significant loss on issuance due to the fair value

allocation requirements under US GAAP.

Specifically, because the Series D Warrants and certain embedded features of the Series D Preferred

Stock were determined to be liability-classified instruments pursuant to ASC 480 and ASC 815, they were initially measured at fair value

upon issuance.

The aggregate fair value of the Warrants $ 14,749,000 and the bifurcated derivative liabilities related to the Preferred

Stock $ 772,000 , as determined by a third-party valuation specialist using a Monte Carlo simulation, exceeded the total gross proceeds

received in the Series D PIPE Financing of $ 12,977,671 .

As required by the guidance in ASC 470-20-25-2, when the fair value of financial

liabilities required to be measured at fair value exceeds the net proceeds received, the excess is recognized as a loss in earnings at

Accordingly, the Company recognized a loss on issuance of $ 2,543,329 , representing the excess of the fair value of the liability-classified

instruments over the proceeds allocated to the transaction.

The Series D Preferred Stock has no voting rights.

The Series D Preferred Stock are convertible into common stock at the election of the holders of the Series D Preferred Stock at any time

at an initial conversion price of $ 3.6896 per share.

The conversion price is subject to customary adjustments for stock dividends, stock

splits, reclassifications, stock combinations and the like (subject to certain exceptions), anti-dilution provisions, and a floor price

The Series D Preferred Stock is not redeemable

by the holder except in the event of 1) a liquidation, dissolution, or winding up, or 2) the Series D Preferred Stock is redeemable for

common stock of the Company upon the occurrence of a change in control.

Holders of the Series D Preferred Stock shall be entitled to receive

dividends as authorized and declared by the Company’s Board of Directors, payable in cash, securities, or in other assets as determined

by the Company’s Board of Directors.

In the event of the Company’s liquidation,

dissolution, or winding up, holders of the Series D Preferred Stock will be entitled to receive out of the assets, whether capital or

surplus, an amount equal to the stated value of the Series D Preferred Stock, plus any accrued and unpaid dividends thereon and any other

fees or liquidated damages owed before any distribution or payment shall be made to the holders of any junior securities.

During the year ended December 31, 2025, the Company

issued 16,343 in connection with the Series D financing, which includes the 16,099 initially issued and an additional 244 shares that

were exchanged from Series C Preferred Stock to Series D Preferred Stock, and converted approximately 18 Series D Preferred Stock

into common shares.

As of December 31, 2025, 16,325 shares of Series D Preferred Stock remain outstanding.

Series E Preferred Stock

October 1, 2025, Onconetix entered into, and sold to institutional investor(s) (collectively, the “PIPE Investors”), pursuant

to a securities purchase agreement (the “Securities Purchase Agreement”) an aggregate of 7,813 shares of Series E convertible

preferred stock, par value $ 0.00001 per share (“Series E Preferred Stock”), which are convertible into common stock of the

Company, $ 0.00001 par value per share (the “Common Stock”) and warrants to purchase 2,025,223 shares of Common Stock (the

“Warrants” and, together with the Series E Preferred Stock, the “PIPE Securities”), for an aggregate purchase

price of approximately $ 6.25 million and net cash proceeds of $ 6.2 million.

Such investment is referred to as the “PIPE Financing”.

The exercise price of the Series E Warrants is $ 3.8576 , and the Series E Warrants are exercisable beginning on the issuance date

and expire on the third anniversary of the issuance date.

Concurrently with entering

into the Securities Purchase Agreement, the Company also entered into a registration rights agreement with the Series E PIPE Investors,

pursuant to which it has agreed to provide the Series E PIPE Investors with certain registration rights related to the shares of Common

Stock underlying the shares of Series E Preferred Stock and Series E Warrants.

The Series E Preferred

Stock was determined to be more akin to an equity-like host than a debt-like host and was classified as permanent equity as it was not

redeemable in any manner that would require classification outside of permanent equity pursuant to ASC 480-10-S99.

The Series E Preferred

Stock was recorded on the accompanying consolidated balance sheet at its par value.

Certain embedded share-settled redemption features

within the Series E Preferred Stock were bifurcated and accounted for separately a derivative liability.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 9 — Convertible Redeemable Preferred Stock and Stockholders’

Equity (cont.)

The Series E Warrants

and certain embedded share-settled redemption features of the Series E Preferred Stock issued were determined to be liability-classified

instruments pursuant to ASC 480 and ASC 815.

The embedded features of the Series E Preferred Stock were bifurcated and accounted for separately

as derivative liabilities.

The Company measured the warrant liabilities and bifurcated derivative liabilities at fair value on a recurring

basis using Level 3 inputs as of October 1, 2025 (the issuance date), December 23, 2025 (amended warrants date) , and December 31, 2025

(derivative liabilities fair value date).

The fair value of the derivative liabilities was $ 865,000 and $ 2,404,014 as of October 1, 2025

and December 31, 2025, respectively.

The fair value of the warrant liabilities was $ 6,516,000 and $ 2,029,153 as of October 1, 2025 and

December 23, 2025, respectively.

See Note 8 for further information regarding the valuation methodology and assumptions used in determining

the fair value of the warrant and derivative liabilities.

In connection with the

Series E PIPE Financing, the Company incurred direct and incremental expenses of $ 60,000 , comprised of legal fees and success fees, were

expensed immediately.

In addition to these issuance costs, the Company recognized a significant loss on issuance due to the fair value

allocation requirements under US GAAP.

Specifically, because the Series E Warrants and certain embedded features of the Series E Preferred

Stock were determined to be liability-classified instruments pursuant to ASC 480 and ASC 815, they were initially measured at fair value

upon issuance.

The aggregate fair value of the Warrants $ 6,516,000 and the bifurcated derivative liabilities related to the Preferred

Stock $ 865,000 , as determined by a third-party valuation specialist using a Monte Carlo simulation, exceeded the total gross proceeds

received in the Series E PIPE Financing of $ 6,250,000 .

As required by the guidance in ASC 470-20-25-2, when the fair value of financial

liabilities required to be measured at fair value exceeds the net proceeds received, the excess is recognized as a loss in earnings at

Accordingly, the Company recognized a loss on issuance of $ 1,131,000 , representing the excess of the fair value of the liability-classified

instruments over the proceeds allocated to the transaction.

The Series E Preferred Stock has no voting rights.

The Series E Preferred Stock are convertible into common stock at the election of the holders of the Series E Preferred Stock at any time

at an initial conversion price of $ 3.8576 per share.

The conversion price is subject to customary adjustments for stock dividends, stock

splits, reclassifications, stock combinations and the like (subject to certain exceptions), anti-dilution provisions, and a floor price

of $ 0.7715 .

The Series E Preferred Stock is not redeemable

by the holder except in the event of 1) a liquidation, dissolution, or winding up, or 2) the Series E Preferred Stock is redeemable for

common stock of the Company upon the occurrence of a change in control.

Holders of the Series E Preferred Stock shall be entitled to receive

dividends as authorized and declared by the Company’s Board of Directors, payable in cash, securities, or in other assets as determined

by the Company’s Board of Directors.

In the event of the Company’s liquidation,

dissolution, or winding up, holders of the Series E Preferred Stock will be entitled to receive out of the assets, whether capital or

surplus, an amount equal to the stated value of the Series E Preferred Stock, plus any accrued and unpaid dividends thereon and any other

fees or liquidated damages owed before any distribution or payment shall be made to the holders of any junior securities.

During the year ended December 31, 2025, the Company

issued 7,813 in connection with the Series E financing.

As of December 31, 2025, 7,813 shares of Series E Preferred Stock remain outstanding.

Warrant Waiver Amendment Reclassification

On December 23, 2025, the Company executed a Limited

Waiver Agreement (the “Limited Waiver”) effective October 1, 2025, that amended the September 2025 Series D and October 2025

Series E investor warrants of an aggregate of 6,388,050 warrants (the “Amended Warrants”), including removal of the issuer-specific

cash settlement upon certain Fundamental Transactions and a change to treat holders pari passu with common shareholders.

Management concluded

the Amended Warrants no longer embody an obligation to transfer assets under ASC 480 and, after evaluating exercise/settlement terms (including

anti-dilution, buy-in, authorized-share-failure, and beneficial-ownership caps), determined they are indexed to the Company’s stock

and meet equity-classification conditions under ASC 815-40.

Accordingly, the warrants were remeasured at fair value and reclassified to

equity on December 23, 2025.

Because the amendment moved the instruments from liability to equity, the Company recognized a gain of approximately

$ 14.9 million for the change in fair value on December 23, 2025, and reclassified $ 6.4 million (aggregate fair value) to additional paid-in

The reclassification resulted in a non-cash adjustment to the Company’s balance sheet, reducing warrant liabilities and

increasing additional paid-in capital.

No subsequent remeasurement of the Warrants will be required so long as they remain equity-classified.

After reclassification to equity, the Amended Warrants are not remeasured.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 9 — Convertible Redeemable Preferred Stock and Stockholders’

Equity (cont.)

October 2024 Securities Purchase Agreement

On October 2, 2024, the Company entered into a

Securities Purchase Agreement (the “Securities Purchase Agreement”) with six institutional and accredited investors.

sold an aggregate of i) 3,499 Series C Preferred Stock, par value $ 0.00001 per share (the “Series C Redeemable Preferred

Stock”), and (ii) a warrants to purchase 591,856 shares of common stock (the “Series C PIPE Warrants”), for

aggregate cash proceeds of $ 2,000,000 .

The Warrants have an exercise price of $ 4.38 per share, subject to adjustment therein, and

expire on the third anniversary of the initial exercisability date.

The warrants issued with the Series C Redeemable Preferred Stock are

accounted for as liabilities in accordance with ASC 815.

Securities Purchase Agreement (the “Series C Securities Purchase Agreement”) with six institutional and accredited investors.

The Company sold an aggregate of i) 3,499 Series C Preferred Stock, par value $ 0.00001 per, and (ii) a warrants to purchase 6,963

shares of common stock (the “Series C PIPE Warrants”), for aggregate cash proceeds of $ 2,000,000 .

The Series C Warrants have

an exercise price of $ 372.30 per share, subject to adjustment therein, and expire on the third anniversary of the initial exercisability

The warrants issued with the Series C Redeemable Preferred Stock are accounted for as liabilities in accordance with ASC 815.

Concurrently, on October 2, 2024, the Company

entered into a Common Stock Equity Line of Credit Purchase Agreement (the “ELOC Purchase Agreement”) with an institutional

investor, whereby the Company may sell up to $ 25,000,000 of the Company’s new issued Common Stock.

Pursuant to the ELOC Purchase

Agreement, the investor shall purchase from the Company up to the lesser of (i) $ 25.0 million in shares of our Common Stock and (ii) 1,658,525

shares, representing 19.99 % of the total number of shares of Common Stock outstanding immediately prior to the execution of the ELOC Purchase

Pursuant to the ELOC Purchase Agreement, 30 % of the gross proceeds to the Company from any sale of common stock thereunder

must be applied towards the redemption of the Series C Redeemable Preferred Stock.

entered into a Common Stock Equity Line of Credit Purchase Agreement (the “ELOC Purchase Agreement” and the equity line of

credit, the “ELOC”) with an institutional investor, whereby the Company may sell up to $ 25,000,000 of the Company’s

new issued Common Stock.

Pursuant to the ELOC Purchase Agreement, the investor shall purchase from the Company up to the lesser of (i)

$ 25.0 million in shares of our Common Stock and (ii) 19,512 shares, representing 19.99 % of the total number of shares of Common Stock

outstanding immediately prior to the execution of the ELOC Purchase Agreement.

Pursuant to the ELOC Purchase Agreement, 30 % of the gross

proceeds to the Company from any sale of common stock thereunder must be applied towards the redemption of the Series C Redeemable Preferred

Based on the terms of

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December 31, 2024, the Company received proceeds of $ 935,625 and recorded approximately $ 250,000 of shareholder receivable under the ELOC.

and the Company recorded a deemed divided in the amount of $ 206,404 in the statements of operations for the year ended December 31, 2024.

The Company did not have

the Series C PIPE warrant liabilities at December 31, 2023.

The following table presents information about the Company’s Series

C PIPE warrant liabilities that are measured at fair value on a recurring basis with changes in fair value presented in the statements

of operations:

Contingent warrant liabilities – Series C PIPE warrants*

* Included within contingent warrant liabilities of the accompanying

consolidated balance sheet as of December 31, 2024.

The following table presents the changes in the

fair value of the Series C PIPE warrants:

Fair value as of October 2, 2024 (inception)

Change in fair value

( 1,105,584 )

Fair value as of December 31, 2024

* Included within Change in Fair Value of Contingent Warrant

Liabilities in the accompanying consolidated statement of operations for the year ended December 31, 2024.

The following table provides quantitative information

regarding the fair value measurements for the derivative liability warrants using the Monte Carlo pricing model:

Expected annual volatility

Risk-free rate

Expected term, years

There were no transfers in or out of

Level 3 from other levels in the fair value hierarchy during the year ended December 31, 2024.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 9 — Convertible Redeemable Preferred Stock and Stockholders’

Equity (cont.)

In addition, the Company recorded a deemed divided in the amount of $ 206,404 in the consolidated statement of operations for the year

ended December 31, 2024.

During the year ended

December 31, 2025, the Company received proceeds of $ 6,391,655 under the ELOC and recorded a deemed divided in the amount of $ 1,498,595

in the consolidated statement of operations.

As of December 31, 2025 and 2024 there were 1,560,153

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stock preferred investment options exercise inducement offer letters (the “Inducement Letters”) with certain holders of existing

preferred investment options to purchase shares of the Company’s common stock at the original exercise prices of $ 101.84 and $ 43.60

per share, issued on August 11, 2022 and August 2, 2023, respectively (collectively, the “Existing PIOs”), pursuant to which

the holders agreed to exercise for cash their Existing PIOs to purchase an aggregate of 186,466 shares of the Company’s common stock,

preferred investment options to purchase shares of the Company’s common stock at exercise prices of $ 8,656.40 and $ 3,706.00 per

share, issued on August 11, 2022 and August 2, 2023, respectively (collectively, the “Existing PIOs”), pursuant to which the

holders agreed to exercise for cash their Existing PIOs to purchase an aggregate of 2,193 shares of the Company’s common stock,

at a reduced exercise price of $ 510 per share, in consideration for the Company’s agreement to issue new preferred investment options

(the “Inducement PIOs”) to purchase up to an aggregate of 6,580 shares of the Company’s common stock.

Of the 559,397

PIOs issued, 186,465 have a contractual term of 5 years, while the remaining 372,932 have a contractual term of 2 years.

Aside from the

contractual terms, the Inducement PIOs have substantially the same terms as the Existing PIOs.

Of the 6,580 PIOs

issued, 2,193 have a contractual term of 5 years, while the remaining 4,387 have a contractual term of 2 years.

Aside from the contractual

terms, the Inducement PIOs have substantially the same terms as the Existing PIOs.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 9 — Convertible Redeemable Preferred Stock and Stockholders’

Equity (cont.)

On July 11, 2024, the Company consummated the

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the corresponding amount, representing the fair value of the Wainwright Inducement Warrants, was recognized as additional paid-in capital.

The Company evaluated the terms of the 39,158

Inducement Contingent Warrants (equivalent to 7.0 % of the aggregate number of such shares of common stock underlying the Inducement PIOs

that have not been exercised), which are issuable upon a future inducement, and determined that they should be classified as a liability

based upon accounting guidance provided in ASC 815-40.

Since the Inducement Contingent Warrants are a form of compensation to Wainwright,

the Company recorded the value of the liability of approximately $ 158,000 as a reduction of additional paid in capital, with subsequent

changes in the value of the liability recorded in other income (expense) in the accompanying statements of operations.

The fair value

was determined using a Monte-Carlo option pricing model, and as of December 31, 2024 and 2023

ONCONETIX, INC.

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Equity (cont.)

August 2023 Inducement

On July 31, 2023, the Company entered into a common

stock preferred investment option exercise inducement letter (the “Inducement Letter”) with a certain holder of existing preferred

investment options to purchase shares of the Company’s common stock at the original exercise price of $ 101.84 per share, issued

on August 11, 2022 (the “Existing PIOs”).

Pursuant to the Inducement Letter, the Holder agreed to exercise for cash its Existing

PIOs to purchase an aggregate of 62,155 shares of the Company’s common stock (the “Inducement PIO Shares”), at a reduced

exercise price of $ 43.6 per share, in exchange for the Company’s agreement to issue new PIOs (the “Inducement PIOs”)

to purchase up to 124,311 shares of the Company’s common stock.

The Inducement PIOs have substantially the same terms as the Existing

On August 2, 2023, the Company consummated the

transactions contemplated by the Inducement Letter (the “Warrant Inducement”).

The Company received aggregate net proceeds

of approximately $ 2.3 million from the Warrant Inducement, after deducing placement agent fees and other offering expenses payable by

Upon close of the transaction, the Company issued

the Holder 39,375 of the 62,155 shares of common stock that were issuable upon exercise of the Existing PIOs.

Due to the beneficial ownership

limitation provisions in the Inducement Letter, the remaining 22,780 shares were initially unissued, and held in abeyance for the benefit

of the Holder until notice from the Holder that the shares may be issued in compliance with such limitation is received.

were issued to the Holder in October 2023.

The Company agreed to file a registration statement

covering the resale of the Inducement PIO Shares issued or issuable upon the exercise of the Inducement PIOs, as soon as practicable,

and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within 90 days following

the date of the Inducement Letter, and to keep the Resale Registration Statement effective at all times until there are no Inducement

The provision to register the underlying shares in the Warrant Inducement does not require payment related to the registration

rights provided.

As such, while the shares were not registered within 90 days of the date of the Inducement Letter, there is no accounting

impact for this provision.

The Company engaged Wainwright to act as its placement

agent in connection with the Warrant Inducement and paid Wainwright a cash fee equal to 7.5 % of the gross proceeds received from the exercise

of the Existing PIOs as well as a management fee equal to 1.0 % of the gross proceeds from the exercise of the Existing PIOs.

also agreed to reimburse Wainwright for its expenses in connection with the exercise of the Existing PIOs and the issuance of the Inducement

PIOs, up to $ 50,000 for fees and expenses of legal counsel and other out-of-pocket expenses and agreed to pay Wainwright for non-accountable

expenses in the amount of $ 35,000 .

In addition, the exercise for cash of the Existing PIOs triggered the issuance to Wainwright or its

designees, warrants to purchase 3,729 shares of common stock (“Wainwright Inducement Warrants”), which were issuable in accordance

with the terms of the August Contingent Warrants, and have the same terms as the Inducement PIOs except for an exercise price equal to

$ 54.50 per share.

The Company also agreed to issue warrants to Wainwright upon any exercise for cash of the Inducement PIOs, that number

of shares of common stock equal to 6.0 % of the aggregate number of such shares of common stock underlying the Inducement PIOs that have

been exercised, also with an exercise price of $ 54.50 (the “Inducement Contingent Warrants”).

The maximum number of Inducement

Contingent Warrants issuable under this provision is 7,459 .

The Company evaluated the terms of the 461 Inducement

PIOs and the Wainwright Inducement Warrants (collectively, the “August 2023 Inducement Warrants”), and determined that they

should be classified as equity instruments based upon accounting guidance provided in ASC 480 and ASC 815-40.

The Company also evaluated

the unissued shares held in abeyance, which represent a prepaid forward contract, and determined that it is an equity instrument based

on the guidance provided in ASC 480 and ASC 815-40.

The Warrant Inducement, which resulted in the

lowering of the exercise price of the Existing PIOs and the issuance of the Inducement PIOs, is considered a modification of the Existing

PIOs under the guidance of Accounting Standards Update (“ASU”) No.

2021-04, Issuer’s Accounting for Certain Modifications

or Exchanges of Equity Classified Written Call Options .

The modification is consistent with the “Equity Issuance” classification

under that guidance as the reason for the modification was to induce the holders of the Existing PIOs to cash exercise their warrants,

resulting in the imminent exercise of the Existing PIOs, which raised equity capital and generated net proceeds for the Company of approximately

$ 2.3 million.

As the Existing PIOs and the Inducement PIOs were classified as equity instruments before and after the exchange, and as

the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $ 2.6

million as an equity issuance cost.

In addition, the change in fair value of the contingent

warrant liability associated with 3,729 of the August Contingent Warrants that were settled through issuance of the Wainwright Inducement

Warrants, of approximately $ 122,000 , was recognized in other income(expense) in the accompanying statements of operations, and the fair

value of the contingent warrant liability of approximately $ 129,000 was derecognized as of the settlement date.

The corresponding amount,

representing the fair value of the Wainwright Inducement Warrants, was recognized as additional paid in capital.

The Company evaluated the terms of the Inducement

Contingent Warrants and determined that they should be classified as a liability based upon accounting guidance provided in ASC 815-40.

Since the Inducement Contingent Warrants are a form of compensation to Wainwright, the Company recorded the value of the liability of

approximately $ 26,000 as a reduction of additional paid in capital, with subsequent changes in the value of the liability recorded in

other income (expense) in the accompanying statements of operations.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 9 — Convertible Redeemable Preferred Stock and Stockholders’

Equity (cont.)

Contingent Warrants (equivalent to 7.0 % of the aggregate number of such shares of common stock underlying the Inducement PIOs that have

not been exercised), which are issuable upon a future inducement, and determined that they should be classified as a liability based upon

accounting guidance provided in ASC 815-40.

Since the Inducement Contingent Warrants are a form of compensation to Wainwright, the Company

recorded the value of the liability of approximately $ 158,000 as a reduction of additional paid in capital, with subsequent changes in

the value of the liability recorded in other income (expense) in the accompanying statements of operations.

The fair value was determined

using a Monte-Carlo option pricing model, and as of December 31, 2025 and 2024

Treasury Stock

7 unchanged sentences

There were no repurchases of common stock during

the year ended December 31, 2024.

During the year ended December 31, 2023, the Company repurchased 1,441 shares of common stock, for an

aggregate of approximately $ 59,000 , at an average price of $ 40.80 (adjusted on a post-reverse stock split basis).

Shares that are repurchased

are classified as treasury stock pending future use and reduce the number of shares outstanding used in calculating earnings per share.

the years ended December 31, 2025 and 2024.

On November 13, 2024, the Board terminated the

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At the Market Offering Agreement

On March 29, 2023, the Company entered into an

At The Market Offering Agreement (the “ATM Agreement”) with H.C.

Wainwright & Co., LLC, as sales agent (the “Agent”),

to create an at-the-market equity program under which it may sell up to $ 3,900,000 of shares of the Company’s common stock (the

“Shares”) from time to time through the Agent (the “ATM Offering”).

Under the ATM Agreement, the Agent will be

entitled to a commission at a fixed rate of 3.0 % of the gross proceeds from each sale of Shares under the ATM Agreement.

The Company has

no obligation to sell, and the Agent is not obligated to buy or sell, any of the Shares under the Agreement and may at any time suspend

offers under the Agreement or terminate the Agreement.

The ATM Offering will terminate upon the termination of the ATM Agreement

as permitted therein.

Deferred offering costs associated with the ATM

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Any remaining deferred costs will be expensed to the statements of operations should the planned offering be abandoned.

As of December 31, 2024, no shares have been sold

under the ATM Offering, and the Company wrote off approximately $ 0.3 million of deferred offering costs in its consolidated balance sheets

as of December 31, 2024.

As of December 31, 2025 and 2024, no shares have

been sold under the ATM Offering, and the Company wrote off approximately $ 0.3 million of deferred offering costs in its consolidated

balance sheets as of December 31, 2024.

ONCONETIX, INC.

5 unchanged sentences

years ended December 31, 2025 and 2024:

Weighted Remaining

Average Contractual

Number of Exercise Life

Shares Price (in years)

Outstanding as of December 31, 2023 2,323 $ 5,712.00 4.30

3 unchanged sentences

Granted 6,388,057 3.86 —

Exercised ( 340,493 ) 34.53 -

Outstanding as of December 31, 2025 6,401,875 4.97 2.73

2 unchanged sentences

warrants, which are exercisable into 6,401,875 shares of common stock.

The shares of common stock underlying the warrants outstanding had

an exercise price of $ 6.72 per share, based on the closing trading price on December 31, 2024.

The shares of common stock underlying the warrants outstanding

had an exercise price of $ 4.97 per share.

Contingent Warrant Liabilities

Additionally, as of December 31, 2024, the fair

value of contingent warrant labilities includes the Series C PIPE warrants (see Note 9) of $ 32,982 and those issuable upon exercise of

the Inducement PIOs of approximately $ 10,200 (see Note 9) totaling $ 43,089 included as contingent warrant liabilities in the accompanying

consolidated balance sheets.

As of December 31, 2025, the fair value of contingent

warrants issuable upon exercise of the August 2022 private placement and August 2023 inducement warrants was approximately $ 3,000 .

the PIO inducement in July 2024, the August 2022 and August 2023 contingent warrants were settled and replaced for no consideration.

The maximum number of warrants issuable upon settlement

of the contingent warrants was 39,158 for the Inducement PIOs contingent warrants and 591,856 for the Series C PIPE warrants as of December

The maximum number of warrants issuable upon settlement of the Inducement contingent warrants was 11,188 as of December 31,

warrant labilities includes the Series C Warrants of $ 6,300 and those issuable upon exercise of the Inducement PIOs of approximately $ 20,290

totaling $ 26,590 included as contingent warrant liabilities in the accompanying consolidated balance sheets.

As of December 31, 2024, the fair value of contingent

warrant labilities includes the Series C Warrants of $ 32,982 and those issuable upon exercise of the Inducement PIOs of approximately

$ 10,200 totaling $ 43,089 included as contingent warrant liabilities in the accompanying consolidated balance sheets.

Onconetix Equity Incentive Plans

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the number of shares of common stock reserved for issuance under the 2022 Plan was increased to 17,058 .

Stock-based awards granted

during the year ended December 31, 2024 and 2023 were all granted under the 2022 Plan.

As of December 31, 2024, there are 719,660 shares

available for issuance under the 2022 Plan.

Stock-based awards granted during

the years ended December 31, 2025 and 2024 were all granted under the 2022 Plan.

As of December 31, 2025, there are 7,899 shares available

for issuance under the 2022 Plan.

ONCONETIX, INC.

3 unchanged sentences

Stock Options

The following summarizes activity related to

the Company’s stock options under the 2019 Plan and the 2022 Plan for the years ended December 31, 2024 and 2023:

The following summarizes activity related to the

Company’s stock options under the 2019 Plan and the 2022 Plan for the years ended December 31, 2025 and 2024:

Weighted Remaining

Average Total Contractual

Number of Exercise Intrinsic Life

Shares Price Value (in years)

Average Contractual

Number of Exercise Life

Shares Price (in years)

Outstanding as of December 31, 2023 560 $ 5,542.00 8.4

Granted 24,054 19.2 —

Forfeited / cancelled ( 394 ) 2,409.75 —

2 unchanged sentences

Forfeited / cancelled ( 139 ) 14,582.00 —

Exercised ( 406 ) 0.5 2,512 —

Outstanding as of December 31, 2025 23 5,700.95 6.8

1 unchanged sentence

There were no stock options granted during the

year ended December 31, 2024.

The fair value of options granted during the year ended December 31, 2023 was estimated using the following

Ended December 31,

Exercise price

$ 10.40 – 51.60

Expected stock price volatility

101.1 % – 119.5 %

Risk-free rate of interest

3.5 % – 4.7 %

The weighted average grant date fair value of

stock options granted during the year ended December 31, 2023 was $ 16.40 .

The aggregate fair value of stock options that vested during

the years ended December 31, 2024 and 2023 was approximately $ 0.7 million and $ 0.7 million, respectively.

On October 4, 2023, the Company’s board

of directors granted an aggregate of 17,744 stock options in connection with the appointment of the Company’s newly hired Chief

Executive Officer and Chief Financial Officer.

The options granted have an exercise price of $ 17.22 per share, vest quarterly over

a three-year period, and have a grant date fair value of approximately $ 0.2 million.

The Company recognized less than $ 0.1 million of

stock-based compensation expense related to these awards during the year ended December 31, 2023.

Subsequent to December 31, 2023, in

connection with the resignation of the newly hired Chief Executive Officer, 12,199 of these options were forfeited.

years ended December 31, 2025 and 2024.

The aggregate fair value of stock options that

vested during the year ended December 31, 2025 and 2024, was approximately $ 0.01 million and $ 0.7 million, respectively.

ONCONETIX, INC.

6 unchanged sentences

employees, and certain of the Company’s consultants.

The restricted shares granted totaled 12,188 , of which 3,750 , 1,875 , and 3,750

were granted to the Company’s former CEO, former CFO, and former CBO, respectively.

All of the restricted shares granted vest as

The restricted shares granted totaled 143 , of which 44 , 22 , and 44 were granted

to the Company’s former CEO, former CFO, and former CBO, respectively.

All of the restricted shares granted vest as follows:

in January 2024, 25 % in August 2024, and 25 % in August 2025.

In addition, on May 31, 2023, the Board’s Compensation

Committee approved the issuance of 636 shares of restricted stock, granted to the Company’s non-executive Board members, with full

vesting on May 31, 2024.

On February 14, 2024, in connection with the appointment of a non-executive Board member, the Company issued

78 shares of restricted stock, which vested in full on June 14, 2024.

Furthermore, on September 26, 2024, the Company issued its

Board members a total of 16,590 restricted stock, with full vesting August 31, 2025.

In addition, on May 31, 2023, the Board’s Compensation Committee approved

the issuance of 7 shares of restricted stock, granted to the Company’s non-executive Board members, with full vesting on May 31,

On February 14, 2024, in connection with the appointment of a non-executive Board member, the Company issued 1 share of restricted

stock, which vested in full on June 14, 2024.

Furthermore, on September 26, 2024, the Company issued its Board members a total of

195 restricted stock, with full vesting August 31, 2025.

On February 24, 2025, in connection with the appointment of an executive Board

member, the Company issued 20 shares of restricted stock with full vesting August 31, 2025.

Subsequently, the Company modified the vesting

date of 137 shares previously issued to the Board members to provide for full vesting August 31, 2026.

On August 15, 2025, the Company

issued its Board members a total of 2,472 restricted stock, with full vesting August 16, 2026.

The following summarizes activity related to the

Company’s restricted stock awards granted under the 2022 Plan for the year ended December 31, 2025:

Nonvested as of December 31, 2023

Nonvested as of December 31, 2024

Nonvested as of December 31, 2025

Proteomedix Stock Option Plan

2 unchanged sentences

by the board of directors of Proteomedix.

In connection with the PMX Transaction, the Company assumed the PMX Option Plan (see Note 5).

In connection with the PMX Transaction, the Company assumed the PMX Option Plan.

Generally, options issued under the PMX Option

Plan have a term of less than 11 years and provide for a four -year vesting period during which the grantee must remain in the service

of Proteomedix.

Stock options issued under the PMX Option Plan are measured at fair value using the Black-Scholes option pricing model.

Plan have a term of not more than 11 years and provide for a four-year vesting period.

Stock options issued under the PMX Option Plan

are measured at fair value using the Black-Scholes option pricing model.

On April 16, 2024, the board of directors of Proteomedix

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December 31, 2024.

There was no other activity under the PMX Option

Plan for the year ended December 31, 2024.

There was no activity under the PMX Option Plan

for the years ended December 31, 2025 and 2024.

In October 2024, 684 stock options were converted to shares with a weighted average exercise

price of $ 294.10 .

As of December 31, 2024, there were no outstanding stock options.

As of December 31, 2025 and 2024, there were no outstanding stock options.

Stock-Based Compensation

4 unchanged sentences

Research and development

During the year ended December 31, 2024, in connection

with the termination of three Company employees, outstanding stock options and restricted stock awards to these individuals were modified

to allow continued vesting during the term of their respective new consulting agreements.

The Company recognized a net credit of approximately

$ 58,000 to stock-based compensation expense as a result of these modifications, primarily due to the decrease in the Company’s

ONCONETIX, INC.

1 unchanged sentence

Note 10 — Commitments and Contingencies

The Company entered into a short-term lease in

Palm Beach, Florida with an unrelated party, with a commencement date of May 1, 2022, for approximately $ 14,000 per month.

which was personally guaranteed by the Company’s former CEO, ended on April 30, 2023.

During the year ended December 31, 2023, the

Company incurred rent expense on this lease of approximately $ 51,000 , and variable lease expense of approximately $ 4,000 .

Proteomedix leases office and lab space in Zurich

On April 1, 2024, the original lease was amended to add additional office and laboratory space.

The lease amendment was

accounted for as a separate lease, resulting in an additional right-of-use asset and lease liability of approximately $ 88,000 .

as amended, requires payments of approximately $ 129,000 for the year ended December 31, 2025.

The lease amendment was accounted

for as a separate lease, resulting in an additional right-of-use asset and lease liability of approximately $ 88,000 .

In May 2025, Proteomedix entered into a lease

amendment to reduce its leased premises.

Effective June 30, 2025, the Company terminated the April 2024 lease amendment, which included

office space and laboratory space.

Additionally, a partial termination of a prior lease amendment further reduced the office space.

This lease expired on December 31, 2025 , and was

renewed for a successive two-year term, resulting in an additional right-of-use asset and lease liability of approximately $ 49,000 .

lease, as renewed, requires payments of approximately $ 24,000 over the next twelve months.

The lease will automatically renew for successive

two-year terms, unless terminated.

Either party may terminate the lease with twelve months’ written notice.

From time to time, the Company may be subject

2 unchanged sentences

is not a party to any material legal proceedings and is not aware of any pending or threatened claims.

However, as discussed in Note 5,

on December 21, 2023, the Company filed a notice with the Bankruptcy Court terminating the WraSer APA and the WraSer MSA, after having

determined that a Material Adverse Effect had occurred.

WraSer has advised the Company that it does not believe that a Material Adverse

Effect occurred, and they recently filed a plan of reorganization that indicates it may seek damages from the Company due to the termination

of the WraSer APA and WraSer MSA.

Termination of

Ocuvex Merger Agreement

On July 16, 2025, the

Company entered into an Agreement and Plan of Merger with (i) Onconetix Merger Sub, Inc., a Delaware corporation and a direct, wholly

owned subsidiary of the Company, and (ii) Ocuvex Therapeutics, Inc., a Delaware corporation (“Ocuvex”, and such agreement,

the “Merger Agreement”).

Pursuant to the Merger Agreement, Merger Sub will merge with and into Ocuvex, with Ocuvex surviving

the merger as a direct, wholly owned subsidiary of the Company (the “Merger”).

Effective September 24,

2025, pursuant to the terms of the Merger Agreement, the Company and Ocuvex entered into a Termination and Release Agreement (the “Termination

Agreement”) pursuant to which they agreed to terminate the Merger Agreement and the transactions contemplated thereby.

The Termination

Agreement also provides for a mutual release of claims among the Company, Ocuvex and their affiliates and in consideration of the foregoing,

the Company agreed to pay to Ocuvex, an amount equal to $ 302,343.55 (the “Termination Payment”), which represents all

amounts payable by the Company to Ocuvex pursuant to the terms of the Merger Agreement.

The termination payment is recorded within selling,

general, and administrative expenses in the accompanying consolidated statement of operations and comprehensive loss for the year ended

December 31, 2025.

As of September 24, 2025,

Ocuvex confirmed receipt of the Termination Payment, and as a result the Merger Agreement is of no further force and effect.

Registration Rights Agreements

7 unchanged sentences

by the aggregate subscription amount paid by such purchaser in the private placements.

As of December 31, 2024, and as a result of the

consummation of the remaining warrants associated with the April 2022 and August 2022 private placements, the Company has no further obligations

pertaining to the Registration Rights Agreements.

As of December 31, 2025 and 2024, and as a result

of the consummation of the remaining warrants associated with the April 2022 and August 2022 private placements, the Company has no further

obligations pertaining to the Registration Rights Agreements.

Indemnification

4 unchanged sentences

To date, the Company has not been required to defend any action related to its indemnification obligations.

However, during the third quarter of 2023, the Company received a claim from its former CEO and a former accounting employee requesting

advancement of certain expenses.

The Company recorded approximately $ 209,000 in related expenses during the year ended December 31, 2023,

of which approximately $ 159,000 was paid through reduction of the outstanding related party receivable due from the former CEO (see Note

The Company recorded a related accrual of approximately $ 50,000 , which was included in accrued expenses at December 31, 2023, and

which was paid during 2024, and accordingly there is no related accrual as of December 31, 2024.

The maximum potential amount of future

payments the Company could be required to make under these indemnification agreements is not estimable at this time.

The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is not estimable at

ONCONETIX, INC.

1 unchanged sentence

Note 11 — Related Party Transactions

During 2022, the Company entered into a lease

agreement that was personally guaranteed by the Company’s former CEO.

The lease expired on April 30, 2023 (see Note 10).

During the year ended December 31, 2023, the Company’s

Audit Committee completed a review of the Company’s expenses due to certain irregularities identified with regards to the related

party balance.

Based on the results of the review, it was determined that the Company paid and recorded within selling, general and administrative

expenses, personal expenditures of the Company’s former CEO and an accounting employee who was also the former CEO’s assistant,

during 2022 and during the first three quarters of 2023.

The Company evaluated the receivable, which was approximately $ 363,000 , after

recording a recovery of approximately $ 159,000 , and which represented the total of the items identified as personal in nature for which

the Company did not anticipate recovery from the related party.

During 2023, the Company recorded a corresponding reserve for the full

amount, resulting in a net related party receivable balance of $0 as of December 31, 2024 and December 31, 2023.

On December 18, 2023, the Company entered into

the Subscription Agreement with the PMX Investor, a 5 % stockholder of the Company as of December 31, 2024 (see Note 8).

During the year

ended December 31, 2024, the Company issued a non-convertible debenture in the principal amount of $ 5.0 million to the PMX Investor, in

connection with the Subscription Agreement and has settled the principal and accrued interest through the issuance of shares (see Notes

the Subscription Agreement with the PMX Investor, a 5 % stockholder of the Company as of December 31, 2025.

During the year ended December

31, 2024, the Company issued a non-convertible debenture in the principal amount of $ 5.0 million to the PMX Investor, in connection with

the Subscription Agreement and has settled the principal and accrued interest through the issuance of shares (see Note 6).

On February 6, 2024, the Company appointed Thomas

2 unchanged sentences

agreement that was effective January 4, 2024.

The Company recorded approximately $ 58,000 in related expenses during the year ended December

31, 2024, of which approximately $ 0 is included in accounts payable in the accompanying consolidated balance sheets as of December 31,

ONCONETIX, INC.

Notes to Consolidated Financial Statements

The Company recorded approximately $ 0 and $ 58,000 in related expenses during the years

ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, no amounts related to this agreement were included in

accounts payable.

On June 17, 2025, the Company entered into a separate

consulting agreement with a firm affiliated with Dr.

The agreement provides for the payment of certain success fees and reimbursement

of related expenses.

Under its terms, Dr.

Meier is entitled to earn up to 10 % of success fees for transactions greater than $ 9 million

earned by the affiliated firm, payable only upon receipt of such proceeds.

The Company recorded approximately $ 33,000 and $ 0 in related

expenses during the years ended December 31, 2025 and 2024.

As of December 31, 2025 and 2024, approximately $ 16,500 and $ 0 related to

this agreement was included in accounts payable.

Note 12 — Income Taxes

9 unchanged sentences

The income tax

benefit recorded for the years ended December 31, 2024 and December 31, 2023 related to the Company’s deferred foreign taxes.

the Company’s federal returns from 2019 on and state returns from 2018 on, and foreign returns from 2018 on, are subject to examination

by the United States, state, and foreign tax authorities;

however, to the extent allowed by law, tax authorities have the ability to adjust

the Company’s carryforwards of unutilized net operating losses and research and development credits for all years.

provision (benefit) recorded for the years ended December 31, 2025 and December 31, 2024 related to the Company’s deferred foreign

Generally, the Company’s federal returns from 2020 on and state returns from 2019 on, and foreign returns from 2019 on, are

subject to examination by the United States, state, and foreign tax authorities;

however, to the extent allowed by law, tax authorities

have the ability to adjust the Company’s carryforwards of unutilized net operating losses and research and development credits for

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 12 — Income Taxes (cont.)

At December 31, 2025, the Company had a net operating

3 unchanged sentences

are carried forward indefinitely subject to a limitation of 80 % of taxable income.

State NOLs of approximately $ 15.2 million will begin

to expire in 2024 if not utilized, and foreign NOLs of approximately $ 7.1 million will begin to expire in 2024 if not utilized.

Foreign NOLs and state NOLs of approximately $ 14.2

million and $ 11.0 million, respectively will begin to expire in 2025 if not utilized.

The NOL carry forward is subject to review and

25 unchanged sentences

Intangible assets

( 4,345,449 )

Total deferred tax liabilities

$ ( 4,377,198 )

Net deferred tax liability

$ ( 3,073,781 )

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 12 — Income Taxes (cont.)

The Company has evaluated the positive and negative

1 unchanged sentence

The Company has recorded a valuation allowance against its United

States and foreign deferred tax assets in each of the years ended December 31, 2024 and 2023, because the Company’s management believes

that it is more likely than not that these assets will not be realized.

During the years ended December 31, 2024 and 2023, the valuation

allowance increased by approximately $ 4.7 million and $ 11.2 million, respectively.

States federal and state deferred tax assets, as well as a portion of its foreign deferred tax assets in each of the years ended December

31, 2025 and 2024, because the Company’s management believes that it is more likely than not that these assets will not be realized.

During the years ended December 31, 2025 and 2024, the valuation allowance decreased by approximately $ 0.3 million and $ 4.7 million, respectively.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 12 — Income Taxes (cont.)

The provision for income taxes on earnings subject

1 unchanged sentence

For the Years Ended

Expected income tax benefit at Federal statutory tax rate

$ ( 12,488,416 )

US federal statutory income tax rate

$ ( 2,946,792 )

State and local taxes, net of Federal tax benefit

$ ( 12,488,416 )

Research credits

Foreign NOL expirations

Stock-based compensation

Subscription agreement liability

Officer’s compensation

Acquisition related costs

Goodwill Impairment

Permanent items

Domestic state and local taxes, net of federal effect

Income tax effect

State rate adjustment

Foreign tax effects:

Expiration of Swiss NOLs

Foreign rate differential

Currency translation adjustment

Change in valuation allowance

Income tax benefit

Statutory to GAAP adjustments

Change in Swiss valuation allowance

Research credits

Nontaxable or nondeductible items:

Goodwill impairment

Stock compensation

Warrant liability fair value adjustment

( 3,125,007 )

Loss on extinguishment of debt

Loss on issuance of preferred stock

Acquisition related costs

Subscription agreement liability

Other permanent items

Other adjustments

Return to provision adjustments:

WraSer deposit receivable write-off

Other return to provision adjustments

Change in domestic valuation allowance

Income tax provision (benefit)

$ ( 1,045,180 )

GAAP, the impact of an uncertain income

9 unchanged sentences

Beginning balance

Increases related to prior year tax positions

Decreases related to prior year tax positions

Increases related to current year tax positions

7 unchanged sentences

The Company’s policy is to recognize interest

and penalties related to uncertain tax positions in income tax expense.

As of December 31, 2024 and 2023, there were no accrued interest

and penalties associated with uncertain tax positions.

expense and penalties related to uncertain tax positions as a component of income tax expense.

As of December 31, 2025 and 2024, there

were no accrued interest and penalties associated with uncertain tax positions.

ONCONETIX, INC.

20 unchanged sentences

Unvested shares of restricted stock

Common stock issuable upon conversion of Series A Preferred Stock

Common stock issuable upon conversion of Series C Redeemable Preferred Stock

Common stock issuable upon conversion of Series D Redeemable Preferred Stock

Common stock issuable upon conversion of Series E Redeemable Preferred Stock

Note 14 — Defined Benefit Plan

3 unchanged sentences

service and compensation levels.

As of December 31, 2025, the Proteomedix defined benefit pension plan was fully terminated and settled.

As a result of this settlement, all curtailment and settlement gains have been recognized in the current period.

Accordingly, the projected

benefit obligation is zero , and there are no remaining assets or liabilities associated with the defined benefit plan as of the reporting

The following significant actuarial assumptions

5 unchanged sentences

impact on the plan’s obligations and costs.

The components of net periodic benefit cost

for the year ended December 31, 2024 and for the period from December 15, 2023 to December 31, 2023 are as follows:

For the year ended

For the period

through December 31,

The components of net periodic benefit cost for

the years ended December 31, 2025 and 2024 are as follows:

Interest cost

Expected return on plan assets

Amortization of net (gain) loss

Settlements (gain) loss

During the year ended December 31, 2024 and for

the period ended December 15, 2023 through December 31, 2023, the Company made pension contributions of approximately $ 89,404 and $ 0 ,

respectively.

Amortization of net gain

Curtailment gain recognized

Settlements gain

$ ( 905,639 )

During the years ended December 31, 2025 and 2024,

Proteomedix made pension contributions of approximately $ 45,000 and $ 89,404 , respectively.

ONCONETIX, INC.

1 unchanged sentence

Note 14 — Defined Benefit Plan (cont.)

The components of accumulated comprehensive loss

attributable to the Company’s pension plan for the year ended December 31, 2024 and for the period from December 15, 2023 to December

31, 2023 are as follows:

For the year ended December 31,

For the period

The components of change in pension benefit obligation

plan for the years ended December 31, 2025 and 2024 are as follows:

Net loss (gain)

$ ( 227,818 )

$ ( 190,064 )

Prior service cost (credit)

Amortization of prior service credit

Amortization of net gain

Effect of curtailment

Effect of settlement

Other adjustments

Total recorded during the period

$ ( 238,010 )

As of December 31, 2025, these amounts were fully

removed from Accumulated Other Comprehensive Income as a part of the pension settlement and recognized in retained earnings through the

net periodic benefit cost above.

As of December 31, 2025 and 2024, the funded status

4 unchanged sentences

$ ( 280,879 )

$ ( 556,296 )

A reconciliation of the beginning and ending balances

5 unchanged sentences

Ordinary contributions paid by employees

Contributions paid by plan participants

Plan amendments

( 2,095,733 )

Projected benefit obligation as of December 31, 2025

8 unchanged sentences

Ordinary contributions paid by employees

Contributions paid by plan participants

Benefits paid

( 2,095,733 )

As of December 31, 2025

1 unchanged sentence

Notes to Consolidated Financial Statements

Note 14 — Defined Benefit Plan (cont.)

Projected benefit payments for the next five years

as of December 31, 2024 are as follows:

Years ending December 31,

Note 15 — Segment Information

16 unchanged sentences

United Kingdom

The distribution of long-lived assets by geographical

area, which includes property and equipment and the Company’s right of use asset, was as follows:

United States

Note 16 — Subsequent Events

Realbotix Corp.

Share Exchange Agreement

On February 11, 2026, we entered into a Share Exchange Agreement (the

“Share Exchange Agreement”), by and among (i) Onconetix, (ii) Realbotix Corp., a company existing under the laws of the Province

of Ontario (“Parent”), (iii) Simulacra Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (the “Seller”)

and (iv) Realbotix, LLC, a Delaware limited liability company and wholly owned subsidiary of the Seller (the “Realbotix”).

Pursuant to the Share Exchange Agreement, subject to the terms and

conditions set forth therein, the Seller agreed to contribute and transfer to us, and we agreed to acquire and accept, all of the issued

and outstanding equity interests of Realbotix in exchange for newly issued shares of Common Stock.

(the “Share Exchange” and

the other transactions contemplated by the Share Exchange Agreement, the “Realbotix Transactions”).

Under the terms of the Share Exchange Agreement,

the percentage ownership of Buyer’s fully diluted shares to be received by the Seller upon closing will vary based on Buyer’s

net cash at closing, ranging from 75 % to 90 % of Buyer’s fully diluted shares.

The transaction is subject to multiple closing conditions,

including, among others, minimum net cash requirements, completion of financing arrangements, receipt of required regulatory and stockholder

approvals, delivery of audited financial statements, and the absence of any legal prohibition to consummation of the transaction.

Share Exchange Agreement also includes customary representations, warranties, covenants, and termination provisions, including potential

termination fees and reimbursement of transaction expenses under certain circumstances.

As of the date the financial statements were issued,

the Share Exchange had not been consummated, and no amounts related to the transaction have been recognized in the accompanying financial

The Company will account for the transaction, if and when consummated, in the period in which the closing occurs.

ONCONETIX, INC.

Notes to Consolidated Financial Statements

Note 16 — Subsequent Events

IQVIA Settlement:

As previously disclosed

in Current Reports on Form 8-K filed on July 21, 2023 and October 18, 2023, Onconetix, Inc.

(the “Company”) entered into a

Licensing and Services Master Agreement (“Master Services Agreement”) and a related statement of work with IQVIA, Inc.

on July 21, 2023, and a second statement of work on July 29, 2023, which were terminated on October 12, 2023.

On January 15, 2025, the

Company and IQVIA entered into a Settlement Agreement (the “Settlement Agreement”) concerning potential termination payments

under the Master Services Agreement and statements of work.

Pursuant to the Settlement Agreement, the Company agreed to pay to IQVIA an

aggregate of $ 150,000 in exchange for a mutual release of all claims in connection with the Master Services Agreement.

As a result of

the Settlement Agreement, the Company will record an adjustment of approximately $( 0.9 ) million in accounts payable.

Potential Business

On April 8, 2025, the

Company issued a press release announcing the execution of a “Non-Binding Letter of Intent contemplating a potential business combination

transaction with Ocuvex Therapeutics, Inc.

(“Ocuvex”), a privately held biopharmaceutical company focused on the development

and commercialization of ophthalmic therapeutic candidates to address highly prevalent diseases in need of new treatment options.

Company and Ocuvex intend to continue negotiations to enter into a definitive agreement.

Upon closing of the proposed transaction, the

Company will acquire all the issued and outstanding equity interests of Ocuvex in exchange for newly issued shares of common stock of

Immediately following the closing of the proposed transaction, the pre-closing Ocuvex equity holders will own approximately

90 % of the equity interests in the Company.

ELOC Draws and Series

C Preferred Stock Redemption:

As of April 15, 2025,

the Company has redeemed approximately 1,369 Series C preferred shares for an aggregate amount of $ 1.71 million.

An additional amount

of $ 150,531 is due to the PIPE Series C investors for 120 Series C preferred shares that remain due from the most recent ELOC draw.

120 shares remain subject to future redemption.

On May 30, 2025, the

Company has sold approximately 33,256,563 shares under the ELOC Purchase Agreement for aggregate proceeds of approximately $ 5.3 million,

for a total of 36,014,496 shares sold under the ELOC Purchase Agreement for gross proceeds of approximately $ 6.2 million.

Veru Agreement Waivers:

On March 31, 2025, Veru

and the Company entered into a waiver agreement, pursuant to which Veru agreed to waive and extend the date for payment of the April 2024

Promissory Note to April 14, 2025.

On April 23, 2025, Veru

and the Company entered into a waiver agreement, pursuant to which Veru agreed to waive and extend the date for payment of the April 2024

Promissory Note to June 30, 2025.

Share Exchange Agreement, dated December 15, 2023, by and among the Company, Proteomedix, Thomas Meier and the Sellers.

Note 16 — Subsequent Events (cont.)

Investor Relations and Advisory Agreement

On February 11, 2026, in connection with the pending

Realbotix transaction, the Company entered into a six-month business advisory and investor relations agreement with MDM Worldwide Solutions,

Under the agreement, the Company will pay MDM $ 50,000 per month for the first four months and $ 10,000 per month for the remaining

two months, with additional fees for special projects subject to mutual agreement.

Reverse Stock Split

On February 3, 2026, the Company held a special meeting of stockholders

(the “ Special Meeting”), whereby its stockholders approved an amendment to the Company’s Amended and Restated

Certificate of Incorporation to effect a reverse stock split of all of the outstanding shares of Common Stock at a ratio in the range

of 1-for-2 to 1-for-50 , at any time prior to the one-year anniversary date of the Special Meeting, with such ratio to be determined by

the Board without further approval or authorization of the Company’s stockholders.

Director & Officer Insurance Policy

On February 17, 2026, the Company entered into

a twelve-month insurance policy for its Board of Directors and Officers with total premiums of $ 330,000 , for which a note payable of $ 247,197

was issued to finance such policy.

The principal of the note is expected to be paid off through ten monthly payments of $ 25,693 starting

on March 17, 2026.

Series D and Series E Preferred Stock Conversions

As of March 11, 2026, at the election of their holders, 1,916 shares of

Series D Preferred Stock had converted into 1,852,715 shares of common stock and 132 shares of Series E Preferred Stock had converted

into 176,363 shares of common stock.

Exchange Agreement, dated February 11, 2026, by and among Onconetix, Inc., Realbotix, LLC, Realbotix Corp, and Simulacra Corporation (28)

Amended and Restated Certificate of Incorporation filed.

of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation (11)

Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation.

Fourth Amended and Restated Bylaws of the Company.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (12)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (14)

Certificate of Amendment, dated June 11, 2025 (4)

Certificate of Designations authorizing the issuance of the Series C Preferred Stock (15)

Certificate of Correction to Certificate of Designations authorizing the issuance of the Series C Preferred Stock (6)

Certificate of Designation of Series D Preferred Stock.

Certificate of Designation of Series E Preferred Stock (9)

Specimen Common Stock Certificate.

Description of Registered Securities*

Form of Inducement PIO (10)

Form of Altos Warrants (14)

Form of Warrant (15)

Form of Warrant (Series C) (15)

Form of Warrant (Series D) (7)

Form of Warrant (Series E) (23)

Form of Warrant Waiver*

2019 Equity Incentive Plan.

2022 Equity Incentive Plan.

2019 Equity Incentive Plan Form of Stock Option Grant Agreement.

2022 Equity Incentive Plan Form of Incentive Stock Option Agreement (Employee).

2022 Equity Incentive Plan Form of Nonstatutory Stock Option Agreement (Consultant).

2022 Equity Incentive Plan Form of Nonstatutory Stock Option Agreement (Non-Employee Director).

2022 Equity Incentive Plan Form of Nonstatutory Stock Option Agreement (Employee).

Form of Employment Agreement with Neil Campbell.

Form of Employment Agreement with Bruce Harmon.

Form of Employment Agreement with Ralph Schiess.

Amendment to Employment Agreement, dated October 15, 2020, by and between Proteomedix and Ralph Schiess.

Amendment to Employment Agreement by and between Proteomedix and Ralph Schiess.

Form of Employment Agreement with Christian Brühlmann.

Amendment to Employment Agreement, dated October 16, 2020, by and between Proteomedix and Christian Brühlmann.

Amendment to Employment Agreement by and between Proteomedix and Christian Brühlmann.

Form of Indemnification Agreement for Directors and Officers.

Asset Purchase Agreement, dated April 19, 2023, between the Company and Veru Inc.

Amendment to Asset Purchase Agreement, dated September 29, 2023, between the Company and Veru Inc.

Form of Non-Competition and Non-Solicitation Agreement, dated April 19, 2023.

Form of Lock-Up Agreement, dated December 15, 2023, by and among the Company and certain stockholders of Proteomedix.

Form of Non-Competition and Non-Solicitation Agreement, dated December 15, 2023, by and among the Company and certain stockholders of Proteomedix.

Form of Stockholder Support Agreement, dated December 15, 2023, by and among the Company, Proteomedix, and certain stockholders of Proteomedix.

Form of Subscription Agreement, dated December 15, 2023, by and among the Company, Proteomedix, and the Investor.

Note, dated February 12, 2025 (16)

Note, dated May 16, 2025 (17)

Note, dated June 5, 2025 (4)

Form of Lock-Up Agreement, dated July 16, 2025, by and among the Company and the holders thereto (18)

Form of Company Support Agreement, dated July 16, 2025, by and among the Company, Ocuvex and certain Ocuvex stockholders (18)

Form of Termination Agreement effective as of September 24, 2025, by and between the Company and Ocuvex Therapeutics, Inc.

Form of Conversion Price Reduction Consent (18)

Promissory Note, dated August 6, 2025, by and between Keystone Capital Partners, LLC and the Company (20)

Amended and Restated Promissory Note, dated August 7, 2025, by and between Veru, Inc.

and the Company (20)

Settlement Agreement and Release, dated September 22, 2025, by and between the Company and Veru, Inc.

Promissory Note, dated August 28, 2025, by and between Keystone Capital Partners, LLC and the Company (21)

Promissory Note, dated August 28, 2025, by and between KCP Fund I, LLC and the Company (21)

Second Amended and Restated Promissory Note, dated August 28, 2025, by and between Veru, Inc.

and the Company (21)

Waiver, dated August 28, 2025, by and between Veru, Inc.

and the Company (21)

License Agreement, dated September 17, 2025, by and between Immunovia AB and Proteomedix AG (22)

Form of Securities Purchase Agreement dated September 22, 2025 relating to the sale of the Series D Preferred Stock and Warrants (7)

Form of Registration Rights Agreement dated as of September 22, 2025 relating to the resale of the shares of Common Stock underlying the Series D Preferred Stock and Warrants (7)

Form of Securities Purchase Agreement dated October 1, 2025 relating to the sale of the Series E Preferred Stock and Warrants (23)

Form of Registration Rights Agreement dated as of October 1, 2025 relating to the resale of the shares of Common Stock underlying the Series E Preferred Stock and Warrants (23)

Master Research Services Agreement, dated October 1, 2022, by and between Proteomedix AG and Immunovia, AB (5)

Collaboration Agreement, dated July 19, 2021, by and between Proteomedix AG and New Horizon Health Limited (5)

Amendment No.

1, dated June 26, 2023, to Collaboration Agreement, dated July 19, 2021, by and between Proteomedix AG and New Horizon Health Limited (5)

Form of Inducement Letter (10)

License Agreement, dated March 27, 2023, between Proteomedix and Laboratory Corporation of America Holdings.

First Amendment to License Agreement between Proteomedix AG and Laboratory Corporation of America Holdings, dated December 6, 2025# (27)

License Agreement, dated September 17, 2025, by and between Immunovia AB and Proteomedix AG ( 22)

Code of Ethics.

Insider Trading Policy, adopted August 7, 2023 (2)

List of Subsidiaries.*

Consent of Malone Bailey*

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Principal Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Policy Related to Recovery of Erroneously Awarded Compensation, adopted January 17, 2024.

XBRL Instance Document.*

XBRL Taxonomy Schema Linkbase Document.*

XBRL Taxonomy Calculation Linkbase Document.*

XBRL Taxonomy Definition Linkbase Document.*

XBRL Taxonomy Labels Linkbase Document.*

XBRL Taxonomy Presentation Linkbase Document.*

Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).

* Filed herewith.

** Furnished herewith.

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation

S-K Item 601(a)(5).

The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

# Certain portions of this exhibit (indicated by “[***]” have been omitted pursuant to Item

601(b)(10)(iv) of Regulation S-K as we have determined they (1) are not material and (2) are the type that the Company treats as private

or confidential.

The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC upon request.

(1) Incorporated by reference to the Company’s Registration Statement on Form S-1, filed with the

SEC on October 8, 2021.

(2) Incorporated by reference to the Company’s Annual Report on Form 10-K, filed with the SEC on

April 11, 2024.

(3) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on

February 24, 2022.

(4) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on

June 11, 2025.

(5) Incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the SEC

on June 5, 2024.

(6) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the SEC

on June 12, 2025.

(7) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on

September 26, 2025.

(8) Incorporated by reference to the Company’s Registration Statement on Form S-1/A, filed with

the SEC on January 6, 2022.

(9) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC

on October 3, 2025.

(10) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC

on July 11, 2024.

(11) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC

on April 24, 2023.

(12) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC

on September 20, 2024.

(13) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on

October 10, 2023.

(14) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on September

(15) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on October

(16) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February

(17) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May

(18) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on July

(19) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on

December 21, 2023.

(2 0 ) Incorporated by reference to the

Company’s Current Report on Form 8-K filed with the SEC on August 12, 2025.

(21) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on

September 4, 2025.

(22) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on

September 22, 2025.

(23) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on

October 3, 2025.

(24) Incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the SEC

on January 6, 2022.

(25) Incorporated by reference to the Company’s Registration Statement on Form S-1/A, filed with

the SEC on November 5, 2021.

(26) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on

October 3, 2023.

(27) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December

Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 12, 2026.

Form 10-K Summary.

We have elected not to include a summary pursuant to this Item 16.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

Onconetix, Inc.

March 13, 2026

/s/ Karina Fedasz

Karina Fedasz

Interim Chief Executive Officer and Interim Chief Financial Officer

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities indicated on March 13 , 2026.

/s/ Karina Fedasz

Interim Chief Executive Officer and Interim Chief Financial Officer

Karina Fedasz

/s/ Andrew Oakley

Non-Executive Chairman of the Board

Andrew Oakley

/s/ Thomas Meier

/s/ Timothy Ramdeen

Timothy Ramdeen

/s/ Sarah Romano

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures