Onconetix, Inc. 10-K

Item 9A. Controls and Procedures. 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, 2025, as a result of the material weaknesses described below. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. 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). Based on our assessment under the framework in Internal Control-Integrated Framework (2013 framework), our management concluded that our internal control over financial reporting was 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. This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our auditors will not be required to formally opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act. Material Weaknesses in Internal Control Over Financial Reporting We have identified the 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. 93 ● 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 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 did not result in a material misstatement of our previously issued financial statements but could have resulted in material misstatements of our account balances or disclosures of our annual or interim financial statements that would not be prevented or detected. We have developed a remediation plan for these material weaknesses which is described below in Remediation of Material Weaknesses . Remediation of Material Weaknesses As of the date of this Annual Report on Form 10-K, management is re-assessing the design of controls and modifying processes designed to improve our internal control over financial reporting and remediate the control deficiencies that led to the material weaknesses, including but not limited to (a) improving consistency in change management supported by standard operating procedures to govern the authorization, testing and approval of changes to information technology systems supporting all of the Company’s internal control processes, (b) enhancing design and implementation of our control environment, including the expansion of formal accounting and IT policies and procedures and financial reporting controls, (c) continuing to identify and design and implement effective review and approval controls, and (d) implementing appropriate timely review and oversight responsibilities within the accounting and financial reporting functions and ensuring appropriate segregation of duties. We will consider the material weaknesses remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively. The process of designing and implementing an effective accounting and financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain an accounting 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 weaknesses. Inherent Limitation on the Effectiveness of Internal Control Processes Our Interim Chief Executive Officer and Interim Chief Financial Officer does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent 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 Reporting During the year ended December 31, 2025, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 94 PART III Item 10. Directors, Executive Officers, and Corporate Governance. Directors and Executive Officers The following table provides information regarding our executive officers and directors as of December 31, 2025: Name Age Position(s) Executive Officers and Directors Karina Fedasz 53 Interim Chief Executive Officer, Interim Chief Financial Officer Non-Employee Directors Andrew Oakley 63 Non-Executive Chairman Sarah Romano 45 Director Timothy Ramdeen 34 Director Thomas Meier 63 Director Executive Officers and Directors Executive Officers and Directors Karina Fedasz , our Interim CFO since June 2024 and our Interim CEO since April 2024. Ms. 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. 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. 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, Ms. Fedasz served as Chief Financial Officer of MOCEAN, an integrated agency for entertainment, gaming, and brands. Ms. 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. Ms. 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. 95 Non-Executive Directors Andrew Oakley , our Non-Executive Chairman since March 2025 and a member of the Board 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 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. Mr. 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. Ms. Romano has served as Chief Financial Officer and Treasurer of Vicarious Surgical Inc. (NYSE: RBOT), surgical robotics company, since April 2025. Ms. Romano previously served as the Chief Financial Officer of Entero Therapeutics, Inc. (Nasdaq: 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. (Nasdaq: KPRX) (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. Ms. 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 Committee. 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. 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. Mr. Ramdeen also 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 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. Mr. Ramdeen received his B.S. 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. Mr. 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 February 1, 2024, has close to 25 years’ experience as a life-science and biotech entrepreneur, executive manager, and board member. Since June 2022, Dr. Meier has served as Chairman of, and member of the Audit and Compensation Committees of, Santhera Pharmaceuticals 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. Dr. 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. In 2020, Dr. 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. Dr. 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. (USA). In September 2021, he co-founded SEAL Therapeutics AG, a privately owned Swiss gene therapy company for which he also serves as Chairman. Between July 2020 and November 2021, he served as Chairman of privately held Pharmabiome AG (Switzerland). Dr. Meier has a PhD in Biology and qualified as lecturer in neurosciences at the Biozentrum, University of Basel (Switzerland). Dr. Meier brings to our board experience as an internationally recognized scientist with track record in clinical research of orphan diseases. 96 Board of Directors and Corporate Governance General Our business and affairs are organized under the direction of our Board, which currently consists of four members. Our Board is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our directors are divided among the three classes as follows: ● 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; and ● 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 and our Amended and Restated Bylaws provide that the authorized number of directors may be changed only by resolution of the Board. Our directors hold office until the earlier of their death, resignation, removal, or disqualification, or until their successors have been elected and qualified. Our board of directors does not have a formal policy on whether the roles of Chief Executive Officer and Chairman of our Board should be separate. The primary responsibilities of our Board are to provide oversight, strategic guidance, counselling, and direction to our management. We have no formal policy regarding board diversity. Our priority in selection of board members is identification of members who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business and understanding of the competitive landscape. Directors and Executive Officers Qualifications We believe that the collective skills, experiences, and qualifications of our directors provide our Board with the expertise and experience necessary to advance the interests of our stockholders. In selecting directors, the Board considers candidates that possess qualifications and expertise that will enhance the composition of the Board. Nominees for director will be selected on the basis of, among other things, leadership experience, knowledge, skills, expertise, integrity, diversity, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time and effort to Board responsibilities. The Nominating & Corporate Governance Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. We believe that 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. 97 Committees of the Board Our Board has established three standing committees—audit, 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 . Each committee has the composition and responsibilities described below. Our Board may from time to time establish other committees. Audit Committee Our audit committee (“ Audit Committee ”) 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; and ● 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 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 Ms. 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, Andrew Oakley, and Timothy Ramdeen. Our board of directors has determined that each of the members of our Compensation Committee is an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, and satisfies the Nasdaq Marketplace Rules independence requirements. The 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; 98 ● 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; and ● preparing the report that the SEC requires in our annual proxy statement. Nominating and Corporate Governance Committee Our nominating and corporate governance committee (“ Nominating Committee ”) consists of Timothy Ramdeen, who is the chair of the committee, 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: ● 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; and ● 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 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 the committee level, plays an active role overseeing the overall management of our risks. Our Audit Committee reviews risks related to 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. Role of Board in Risk Oversight Process We face a number of risks, including those described under the caption “Risk Factors” contained elsewhere in this Report. Our board of directors believes that risk management is an important part of establishing, updating, and executing our business strategy. 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. Our board of directors focuses its oversight on the most significant risks facing us and, on our processes to identify, prioritize, assess, manage, and mitigate those risks. Our board of directors receives regular reports from members of our senior management on areas of material risk to us, including strategic, operational, financial, legal and regulatory risks. While our board of directors has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on us. 99 Our board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal source of risk falls into two categories, financial and product commercialization. Our Audit Committee oversees management of financial risks; our board regularly reviews information regarding our cash position, liquidity, and operations, as well as the risks associated with each. The board regularly reviews plans, results and potential risks related to our product offerings, growth and strategies. Our Compensation Committee oversees risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on our company. Board Member Attendance at Annual Stockholder Meetings Although we do not have a formal policy regarding director attendance at annual stockholder meetings, directors are encouraged to attend these annual meetings. 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 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 We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The code of business conduct and ethics is posted on our website at www.onconetix.com . We expect that any amendments or waivers to the code that are required by law or Nasdaq Marketplace Rules will be disclosed on our website. 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. Communications with the Board Any stockholder or any other interested party who desires to communicate with our Board, our non-management directors, or any specified individual director, may do so by directing such correspondence to the attention of the Interim Chief Executive Officer, Onconetix, Inc., 201 E. Fifth Street, Suite 1900, Cincinnati, OH. The Interim Chief Executive Officer will forward the communication to the appropriate director or directors as appropriate. Delinquent Section 16(a) Reports 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, 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. 100 Item 11. Executive Compensation. Summary Compensation Table The following table sets forth total compensation paid to our named executive officers for the years ended December 31, 2025 and 2024. Individuals we refer to as our “named executive officers” include (i) all individuals serving as our Chief Executive Officer during the fiscal year ended December 31, 2025; (ii) our two most highly compensated executive officers other than our Chief Executive Officer who were serving as executive officers at the end of the fiscal year ended December 31, 2025, whose salary and bonus for services rendered in all capacities exceeded $100,000 during the fiscal year ended December 31, 2025 and (iii) up to two of our most highly compensated executive officers other than our Chief Executive Officer who served as executive officers during the fiscal year ended December 31, 2025 but not at the end of the fiscal year ended December 31, 2025 whose salary and bonus for services rendered in all capacities exceeded $100,000 during the fiscal year ended December 31, 2025. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) (1) Option Awards ($) (1) All Other Compensation ($) Total ($) Ralph Schiess (2) 2025 163,937 — — — — 163,937 Former Chief Executive Officer and Former Chief Science Officer 2024 265,176 40,000 (3) — — — 305,176 Karina Fedasz (4) 2025 307,060 45,000 (5) — — — 352,060 Interim Chief Executive Officer and Interim Chief Financial Officer 2024 197,125 — — — — 197,125 (1) 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. (2) Mr. Schiess was appointed as Interim Chief Executive Officer on January 12, 2024 and as Chief Science Officer on December 15, 2023. Mr. Schiess resigned from Interim Chief Executive Officer on February 24, 2025 and Chief Science Officer on May 31, 2025. (3) Mr. Schiess was awarded a bonus of $40,000 for his role as Interim Chief Executive Officer. (4) Ms. Fedasz was appointed Interim Chief Financial Officer effective June 10, 2024 and Interim Chief Executive Officer effective April 2, 2025. (5) Ms. Fedasz was awarded a bonus of $45,000 for her role as Interim Chief Executive Officer. Employment Agreements of Named Executive Officers Set forth below is a summary of many of the material provisions of the employment agreements with our named executive officers and other executive officers, of which summaries do not purport to contain all of the material terms and conditions of each such agreement. 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. Dr. 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. Dr. Schiess received a bonus of CHF 90,804 for 2023. Pursuant to the Schiess Employment Agreement, Dr. Schiess agreed to be bound by certain non-compete and non-solicitation covenants contained therein. 101 The Schiess Employment Agreement may be terminated with notice in writing by either Proteomedix or Dr. Schiess. 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 Dr. Schiess, must provide Garden Leave within 30 days after receipt of such request. During the Garden Leave, Dr. Schiess may enter into consulting arrangements and accept board positions, provided that Dr. Schiess’ statutory and contractual confidentiality, non-competition and non-solicitation obligations remain unchanged and in effect. If the termination of the Schiess Employment Agreement is for any other reason than a change of control, then either party must give five months’ notice. On February 24, 2025, Dr. Schiess resigned from his positions as the Interim Chief Executive Officer and Chief Science Officer of the Company, effective as of the date. On May 31, 2025, Dr. Schiess resigned from his position as Chief Executive Officer of Proteomedix, effective as of that date. Karina Fedasz On June 10, 2024, the Company appointed Karina M. Fedasz as Interim Chief Financial Officer of the Company, effective immediately. In connection with Ms. Fedasz’s appointment as Interim Chief Financial Officer, on June 10, 2024, the Company and Ms. Fedasz entered into a consulting agreement (the “Fedasz Consulting Agreement”), pursuant to which Ms. 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 $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. Fedasz was appointed Interim Chief Executive Officer of the Company. No additional compensation was granted in connection with this appointment at that time. On December 5, 2025, Ms. 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 See “Employment Agreements of Named Executive Officers” above. Outstanding Equity Awards at Fiscal Year-End None of our named executive officers had any outstanding equity incentive plan awards as of December 31, 2025. Director Compensation The Board has approved cash and equity compensation 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. The chair of each committee receives an additional annual retainer for such service. All retainers are payable in arrears in four equal quarterly installments. The retainers paid to non-employee directors for service on the Board and for service on each committee of the Board on which the director is a member are as follows: Annual Board Service Retainer All non-employee directors $ 45,000 Annual Committee Member Service Retainer Member of the Audit Committee $ 10,000 Member of the Compensation Committee $ 7,500 Member of the Nominating and Corporate Governance Committee $ 5,000 Annual Committee Chair Service Retainer (in addition to Committee Member Service Retainer above): Chair of the Audit Committee $ 15,000 Chair of the Compensation Committee $ 7,500 Chair of the Nominating and Corporate Governance Committee $ 5,000 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 for directors, including equity-based plans. We will reimburse our non-employee directors for reasonable travel expenses incurred in attending board and committee meetings. 102 Director Compensation Table The following table sets forth information concerning the compensation of our directors for the year ended December 31, 2025: Fees Earned or Paid In Cash Stock Awards Option Awards All Other Compensation Total Name ($) ($) (1) ($) (1) ($) ($) Thomas Meier 60,000 (2) 1,811 (3) — — 61,811 Timothy Ramdeen 72,500 (4) 1,811 (3) — — 74,311 James Sapirstein (6) 21,896 (5) — — — 21,896 Ajit Singh (8) 27,758 (7) — — — 27,758 Simon Tarsh (10) 76,671 (9) 1,811 (3) — — 78,482 Andrew Oakley 248,657 (11) 2,016 (3, 12) — — 250,673 Sarah Romano 4,946 (13) — — — 4,946 (1) 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. (2) Represents fees earned by Mr. Meier, for serving as a member of the Board and Chairman of the Compensation Committee, totaling $60,000 (3) 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. (4) 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. (5) Represents fees earned by Mr. Sapirstein for serving as a member of the Board and Executive Chairman from February 24, 2025 until March 28, 2025. (6) As of March 28, 2025, James Sapirstein resigned as Executive Chairman and member of the Board. (7) Represents fees earned for serving as a member of the Board. (8) As of August 10, 2025, Ajit Singh resigned as a member of the Board. (9) 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 $76,671. (10) 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 23, 2025. As a result of his resignation, his grant of restricted stock, awarded on August 15, 2025, was accordingly forfeited. (11) 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. Mr. Oakley was paid $36,000 per month for his role as the Lead Independent Director, effective July 12, 2025. (12) Mr. 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 31, 2025. (13) Represents fees earned by Ms. Romano for serving as a member of the Board and Chairman of the Audit Committee. 103 Securities Authorized for Issuance under Equity Compensation Plans The following table provides information as of December 31, 2025, regarding our common stock that may be issued under the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) and the Company’s 2022 Equity Incentive Plan (the “2022 Plan”). Plan category: Number of Securities to be issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) Weighted Average Exercise Price of Outstanding Options (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a)) (c) Equity compensation plans approved by stockholders 2019 Plan (1) — — — (1)(2) 2022 Plan (3) 23 $ 5,700.95 7,899 Total 23 $ 5,700.95 7,899 (1) 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. (2) 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. (3) 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 Our board of directors adopted, and our stockholders approved, our 2022 Plan effective upon the completion of our initial public offering. Our 2022 Plan is a successor to and continuation of our 2019 Plan. Our 2022 Plan became effective on the date of the completion of our initial public offering. Once the 2022 Plan became effective, no further grants will be made under the 2019 Plan. Awards. Our 2022 Plan provides for the grant of incentive stock options, or ISOs, within the meaning of Section 422 of the Internal Revenue Code, or the Code, to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, or NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of our affiliates. Authorized Shares. Initially, the maximum 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 because the award is settled in cash; 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. 104 On August 22, 2022, at the Company’s 2022 annual meeting of stockholders, the Company’s stockholders approved an additional 294 shares of common stock that may be issued under the 2022 Plan. On May 31, 2023, at the Company’s 2022 annual meeting of stockholders, the Company’s stockholders approved 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 16,132 shares of common stock that may be issued under the 2022 Plan. The number of shares of common stock available for issuance under our 2022 Plan will be reduced by: one share for each share of common stock issued pursuant to a stock option or stock appreciation right with respect to which the exercise or strike price is at least 100% of the Fair Market Value of the Common Stock subject to the stock option or appreciation right on the grant date; and (ii) 1.20 shares for each share of common stock issued pursuant to any restricted stock unit or other “full value award.” The maximum number of shares of our common stock that may be issued on 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 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. Our Board of Directors has assigned the authority to administer the 2022 Plan to our Compensation Committee, but may, at any time, re-vest in itself some or 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. Stock Options. ISOs and NSOs are granted under stock option agreements in a form approved by the Compensation Committee. The Compensation Committee determines the exercise price for stock options, within the terms and conditions of the 2022 Plan, provided that the exercise price of a stock option generally cannot 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. 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. 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 term. 105 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, options or stock appreciation rights generally are not transferable except by will or the laws of descent and distribution. Subject to approval of the Compensation Committee or a duly authorized officer, an option may be transferred pursuant to a domestic relations order, official marital settlement agreement or other divorce or separation instrument. Tax Limitations on ISOs. 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. Options or portions thereof that exceed such limit will generally be treated as NSOs. 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. Restricted Stock Unit Awards. Restricted stock unit awards are granted under restricted stock unit award agreements in a form approved by the Compensation Committee. Restricted stock unit awards may be granted in consideration for any form of legal consideration that may be acceptable to our board of directors 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. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award. 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. Restricted stock awards are granted under restricted stock award agreements in a form approved by the Compensation Committee. 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. Stock Appreciation Rights. Stock appreciation rights are granted under stock appreciation right agreements in a form approved by the Compensation Committee. 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. A stock appreciation right granted under the 2022 Plan vests at the rate specified in the stock appreciation right agreement as determined by the Compensation Committee. Stock appreciation rights may be settled in cash or shares of common stock or in any other form of payment as determined by the Board and specified in the stock appreciation right agreement. The Compensation Committee determines the term 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. 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. 106 Performance Awards. The 2022 Plan permits the grant of performance awards that may be settled in stock, cash, or other property. 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 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 of performance selected by the board of directors or the Compensation Committee. 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 in the method of calculating the attainment of performance goals as follows: (i) to exclude restructuring and/or other nonrecurring charges; (ii) to exclude exchange rate effects; (iii) to exclude the effects of changes to generally accepted accounting principles; (iv) to exclude the effects of any statutory adjustments to corporate tax rates; (v) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (vi) to exclude the dilutive effects of acquisitions or joint ventures; (vii) to assume that any portion of our business which is divested achieved performance objectives 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, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change or any distributions to common stockholders other than regular cash dividends; (ix) to exclude the effects of stock based compensation and the award of bonuses under our bonus plans; (x) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles; (xi) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles; and (xi) to exclude the effects of the timing of acceptance for review and/or approval of submissions to the U.S. Food and Drug Administration or any other regulatory body. Other Stock Awards. The Compensation Committee 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. Non-Employee Director Compensation Limit. 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. In the event 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. 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 provided by the Board or Compensation Committee at the time of grant. 107 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. Our board of directors has the authority to amend, suspend or terminate our 2022 Plan, provided that such action 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 adopts our 2022 Plan. No stock awards may be granted under our 2022 Plan while it is suspended or after it is terminated. 2019 Equity Incentive Plan Our board of directors adopted, and our stockholders approved our 2019 Equity Incentive Plan (the “2019 Plan”) in July 2019 for grants of awards to employees, directors, officers, 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. Awards. Our 2019 Plan provides for the grant of stock awards (collectively, “Stock Awards”) to employees, directors, officers and consultants of us or any of our subsidiaries, consisting of (i) incentive stock options, (“ISOs”), within the meaning of Section 422 of the Internal Revenue Code (the “Code”); (ii) nonstatutory stock options (“NSOs”); (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock unit awards, and (vi) other forms of awards. 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. Plan Administration. The 2019 Plan may be administered by our board of directors, and our board of directors may delegate such administration to a committee of the board of directors (as applicable, the “Administrator”). The Administrator, in its discretion, selects the individuals to whom awards may be granted, the time or times at which such awards are granted and the terms and conditions of such awards. Stock Options. Stock options entitle the holder to purchase a specified number of shares of common stock at a specified price (the exercise price), subject to the terms and conditions 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. Pursuant to the 2019 Plan, we may only issue 35,000 ISOs. Eligibility. 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. 108 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 restrictions, and restricted stock units, or RSUs, which represent the right to receive shares of our common stock in the future. These awards may be made subject to repurchase, forfeiture or vesting restrictions at the discretion of our board of directors’ discretion. The restrictions may be based on continuous service with us or the attainment of specified performance goals, as determined by the board of directors. Stock units may be paid in stock or cash or a combination of stock and cash, as determined by the board of directors. Other stock awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than one hundred percent (100%) of the fair market value of the common stock at the time of grant) may be granted either alone or in addition to stock awards provided for under the 2019 Plan. Stock Appreciation Rights. 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. The term of a SAR cannot exceed 10 years. Changes to Capital Structure. In the event 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 subject to the 2019 Plan, (ii) the class and maximum number of shares that may be issued on the exercise of ISOs and (iii) 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 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; (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; 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. Additionally, under the 2019 Plan, a Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control (as defined in the 2019 Plan) as may be provided in the Grant Agreement for such Stock Award or as may be provided in any other written agreement between the participant and the Company or any of its subsidiaries which may employ the participant, but in the absence of such provision, no such acceleration will occur. Plan Amendment or Termination. Our board of directors has the authority to amend, suspend or terminate our 2019 Plan, subject to certain conditions, including that such action 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. 109 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth certain information concerning the ownership of our common stock, with respect to: (i) each person, or group of affiliated persons, known to us to be the beneficial owner of more than five percent of our common stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our current directors and executive officers as a group. Applicable percentage ownership is based on 3,584,245 shares of common stock outstanding as of March 11, 2026. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to such securities. 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 March 11, 2026. We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the beneficial owners named in the table below have sole voting and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property laws. Shares of Common Stock Owned Name and Address of Beneficial Owner (1) Number of Shares (2) Percentage Executive Officers and Directors Timothy Ramdeen 658 (3) * Thomas Meier 657 (4) * Sarah Romano — — Karina M. Fedasz — — Ralph Schiess 7,922 (5) * Andrew Oakley 638 (6) * All directors and named executive officers as a group (6 persons) 9,875 * 5% Stockholders Altos Venture AG 273,230 (7) 7.62 % Michael Young 274,499 (8) 7.66 % * Represents beneficial ownership of less than 1%. (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Onconetix, Inc., 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 45202. (2) 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. (3) Includes 658 restricted stock awards, of which 657 shares do not vest until August 31, 2026 and 1 share which is fully vested. (4) Includes 657 restricted stock awards, of which 657 shares do not vest until August 31, 2026. (5) Dr. Schiess resigned as Chief Science Officer and Interim Chief Executive Officer on February 24, 2025. (6) Includes 638 restricted stock awards, of which 638 shares do not vest until August 31, 2026. (7) 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. (8) The address of Michael Young is 3560 S Ocean Blvd, Palm Beach, Fl 33480. 110 Item 13. Certain Relationships and Related Transactions, and Director Independence. The following is a description of transactions since January 1, 2024 to which we were a party in which (i) the amount involved exceeded or will exceed the lesser of $120,000 of one percent (1%) of our average total assets at year-end for the last two completed fiscal years and (ii) any of our directors, executive 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.” Debenture On January 23, 2024, the Company issued a non-convertible debenture (the “Debenture”) in the principal sum of $5.0 million, in connection with a Subscription Agreement, to Altos Ventures, a stockholder of the Company. The Debenture has an interest rate of 4.0% per annum, and the principal and accrued interest are payable in full upon the earlier of (i) the closing under the Subscription Agreement and (ii) June 30, 2024. Additionally, the $5.0 million subscription amount under the Subscription Agreement shall be increased by the amount of interest payable under the Debenture. As of December 31, 2025 and 2024, the subscription agreement liability was $0 and $4.1 million, respectively. Consulting Agreement On February 6, 2024, the Company appointed Thomas Meier, PhD, as a member of the Company’s board of directors. Dr. Meier provides consulting services to Proteomedix, through a consulting 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 $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. Meier. 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 31, 2025. As of December 31, 2025, approximately $16,500 related to the consulting agreement was included in the Company’s accounts payables. Director Independence The Board has evaluated each of its directors’ independence from the Company based on the definition of “independence” established by Nasdaq and has determined that each 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 nominee’s independence from the Company, the Board reviewed whether any transactions or relationships currently exist or existed during the past year between each director or nominee and the Company and its subsidiaries, affiliates, equity investors, or independent registered public accounting firm, and whether there were any transactions or relationships between each director or nominee and members of the senior management of the Company or their affiliates. 111 Item 14. Principal Accounting Fees and Services. Audit and Non-Audit Fees Malone-Bailey served as the independent registered public accounting firm to audit our books and accounts for the fiscal year ended December 31, 2025. The table below presents the aggregate fees billed for professional services rendered by Malone-Bailey for the years ended December 31, 2025 and 2024, respectively. Malone-Bailey 2025 2024 Audit fees $ 417,974 $ 267,800 Audit-related fees 61,800 — Tax fees — — All other fees — — Total fees $ 479,774 $ 267,800 In the above table, “audit 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 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 It is the Audit Committee’s policy to approve in advance the types and amounts of audit, audit-related, tax, and any other services to be provided by our independent registered public accounting firm. In situations where it is not practicable to obtain full Audit Committee approval, the Audit Committee has delegated authority to the Chair of the Audit Committee to grant pre-approval of audit and permissible non-audit services and any associated fees. Any pre-approved decisions by the Chair are required to be reviewed with the Audit Committee at its next scheduled meeting. Our Audit Committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 112 PART IV Item 15. Exhibit and Financial Statement Schedules. ONCONETIX, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID 206 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 F-4 Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements F-8 F- 1 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Onconetix, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Onconetix, Inc. 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. 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 audits. 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 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 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 to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. 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 audits provide a reasonable basis for our opinion. /s/ MaloneBailey, LLP www.malonebailey.com We have served as the Company’s auditor since 2025. Houston, Texas March 13, 2026 F- 2 ONCONETIX, INC. Consolidated Balance Sheets December 31, December 31, 2025 2024 ASSETS Current assets Cash $ 5,220,654 $ 646,500 Accounts receivable, net 296,866 25,717 Inventories 149,961 64,079 Investor receivable, net 50,000 — Prepaid expenses and other current assets 349,293 213,971 Total current assets 6,066,774 950,267 Property and equipment, net 37,085 62,896 Deferred offering costs 225,000 — Operating right of use asset 48,774 119,427 Goodwill 18,549,005 27,048,973 Total assets $ 24,926,638 $ 28,181,563 LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 1,757,695 $ 3,787,564 Accrued expenses 341,881 888,988 Notes payable, net of debt discount of $ 0 and $ 4,966 at December 31, 2025 and 2024, respectively — 9,328,061 Operating lease liability, current 24,412 119,427 Subscription agreement liability – Related Party — 4,123,000 Contingent warrant liabilities 26,590 43,089 Derivative liabilities 6,985,347 — Total current liabilities 9,135,925 18,290,129 Pension benefit obligation — 280,879 Operating lease liability, net of current portion 24,362 — Total liabilities 9,160,287 18,571,008 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 1,724 1,067,928 Stockholders’ equity Common stock, $ 0.00001 par value, 250,000,000 shares authorized at December 31, 2025 and 2024; 1,560,153 and 138,422 the shares issued at December 31, 2025 and 2024, respectively; 1,560,001 and 138,270 shares outstanding at December 31, 2025 and 2024, respectively 15 1 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 147,835,989 127,825,743 Treasury stock, at cost; 152 shares of common stock at December 31, 2025 and 2024 ( 625,791 ) ( 625,791 ) Due from shareholders — ( 250,308 ) Accumulated deficit ( 131,214,558 ) ( 115,683,621 ) Accumulated other comprehensive loss ( 231,028 ) ( 2,723,397 ) Total stockholders’ equity 15,764,627 8,542,627 Total liabilities, convertible preferred stock, and stockholders’ equity $ 24,926,638 $ 28,181,563 The accompanying notes are an integral part of these consolidated financial statements. F- 3 ONCONETIX, INC. Consolidated Statements of Operations and Comprehensive Loss December 31, 2025 December 31, 2024 Revenue $ 815,371 $ 2,524,116 Cost of revenue 182,458 1,469,018 Gross profit 632,913 1,055,098 Operating expenses Selling, general and administrative 7,043,902 11,231,982 Research and development ( 66,133 ) 154,359 Impairment of ENTADFI assets — 3,530,716 Impairment of intangibles — 10,279,796 Impairment of goodwill 11,512,000 32,347,000 Total operating expenses 18,489,769 57,543,853 Loss from operations ( 17,856,856 ) ( 56,488,755 ) Other (expense) income 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 ( 196,244 ) — Interest expense – related party — ( 534,245 ) Interest expense ( 751,005 ) ( 873,433 ) Interest income 2 18 Change in fair value of subscription agreement liability 3,127,962 ( 3,259,000 ) Change in fair value of contingent warrant liabilities 16,499 1,250,466 Change in fair value of Series D Warrant Liability 10,377,638 — Change in fair value of Series D Derivative Liability ( 3,809,333 ) — Change in fair value of Series E Warrant Liability 4,486,847 — Change in fair value of Series E Derivative Liability ( 1,539,014 ) — Gain on forgiveness of accounts payable 944,694 — Other income 226,041 168,746 Total other income (expense) 3,825,039 ( 3,247,448 ) Loss before income taxes ( 14,031,817 ) ( 59,736,203 ) Income tax (expense) benefit ( 525 ) 1,045,180 Net loss $ ( 14,032,342 ) $ ( 58,691,023 ) Deemed dividend Series C preferred stock ( 1,498,595 ) ( 206,404 ) Net loss applicable to common stockholders ( 15,530,937 ) ( 58,897,427 ) Net loss per share, basic and diluted $ ( 16.56 ) $ ( 1,823.39 ) Weighted average number of common shares outstanding, basic and diluted 937,690 32,301 Other comprehensive income (loss) Net loss $ ( 14,032,342 ) $ ( 58,691,023 ) Foreign currency translation 2,834,170 ( 5,342,327 ) Change in pension benefit obligation — 238,010 Total comprehensive loss $ ( 11,198,172 ) $ ( 63,795,340 ) The accompanying notes are an integral part of these consolidated financial statements. F- 4 ONCONETIX, INC. Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) Series D Series E Accumulated Preferred Preferred Additional Other Due Total Stock Stock Common Stock Paid-in Treasury Stock Accumulated Comprehensive from Stockholders’ Shares Amount Shares Amount Shares Amount Capital Shares Amount Deficit Income Shareholders Equity (Deficit) Balance at December 31, 2024 - $ - - $ - 138,422 $ 1 $ 127,825,743 ( 152 ) $ ( 625,791 ) $ ( 115,683,621 ) $ ( 2,723,397 ) $ ( 250,308 ) $ 8,542,627 Issuance of common stock in connection with the ELOC - - - - 629,317 7 6,141,340 - - - - 250,308 6,391,655 Stock-based compensation expense - - - - - - 74,267 - - - - - 74,267 Cash in lieu of shares - - - - ( 127 ) - ( 926 ) - - - - - ( 926 ) Redemption of Series C Preferred Stock - - - - - - - - - ( 1,498,595 ) - - ( 1,498,595 ) Issuance of restricted common stock - - - - 2,472 - - - - - - - - Issuance of Series D Preferred Stock 16,099 - - - - - 5,352,541 - - - - - 5,352,541 Conversion of Series C Preferred shares to common stock - - - - 544,409 5 801,246 - - - - - 801,251 Exchange of Series C Preferred Stock to Series D Preferred Stock 244 - - - - - 246,227 - - - - - 246,227 Conversion of Series D Preferred Stock to common stock ( 18 ) - - - 4,878 - - - - - - - - Cancellation of restricted common stock - - - - ( 722 ) - - - - - - - - Issuance of Series E Preferred Stock - - 7,813 - - - - - - - - - - Warrant Waiver Reclassification of Series D Warrant Liabilities to Equity - - - - - - 4,371,362 - - - - - 4,371,362 Warrant Waiver Reclassification of Series E Warrant Liabilities to Equity - - - - - - 2,029,153 - - - - - 2,029,153 Cancellation of Cede & Co. Shares - - - - ( 10 ) - - - - - - - - Settlement of subscription agreement liability - - - - 241,514 2 995,036 - - - - - 995,038 Foreign currency translation adjustment - - - - - - - - - - 2,834,170 - 2,834,170 Changes in pension benefit obligation - - - - - - - - - - 655,438 - 655,438 Settlement of pension obligation - - - - - - - - - - ( 997,239 ) - ( 997,239 ) Net loss - - - - - - - - - ( 14,032,342 ) - - ( 14,032,342 ) Balance at December 31, 2025 16,325 $ - 7,813 $ - 1,560,153 15 $ 147,835,989 ( 152 ) $ ( 625,791 ) $ ( 131,214,558 ) $ ( 231,028 ) $ - $ 15,764,627 F- 5 Series A Accumulated Preferred Additional Other Due Total Non- Total Stock Common Stock Paid-in Treasury Stock Accumulated Comprehensive from Onconetix Controlling Stockholders’ Shares Amount Shares Amount Capital Shares Amount Deficit Income Shareholders Equity (Deficit) Equity (Deficit) Equity (Deficit) Balance at December 31, 2023 3,000 $ - 6,703 $ - $ 49,429,037 ( 152 ) $ ( 625,791 ) $ ( 56,786,194 ) $ 2,380,920 $ — $ ( 5,602,028 ) $ 7,006,504 $ 1,404,476 Issuance of common stock and warrants from exercise of preferred investment options, net of issuance costs - - 2,193 - 765,029 - - - - - 765,029 - 765,029 Grant and immediate exercise of warrants - - 1,812 - 6,155 - - - - - 6,155 - 6,155 Issuance of shares in connection with related party subscription agreement - - 6,040 - 5,134,247 - - - - - 5,134,247 - 5,134,247 Conversion of Series A Preferred Stock to common stock ( 3,000 ) - 1,679 - - - - - - - - - - Conversion of Series B Preferred Stock to common stock - - 79,315 1 64,236,084 - - - - - 64,236,085 - 64,236,085 Exercise of stock options - - 4 - 163 - - - - - 163 - 163 Stock-based compensation - - - - 260,406 - - - - - 260,406 178,247 438,653 Issuance of restricted common stock - - 195 - - - - - - - - - - Forfeitures of restricted stock - - ( 3 ) - - - - - - - - - - Cash in lieu of shares - - ( 2 ) - ( 719 ) - - - - - ( 719 ) - ( 719 ) Foreign currency translation adjustment - - - - - - - - ( 5,342,327 ) - ( 5,342,327 ) - ( 5,342,327 ) Issuance of common stock in connection with the ELOC - - 32,446 - 935,590 - - - - ( 250,308 ) 685,282 - 685,282 Issuance of restricted common stock in exchange in exchange for options - - 8,040 - 7,184,751 - - - - - 7,184,751 ( 7,184,751 ) - Adjustment to redeemable Series C preferred Stock - - - - ( 125,000 ) - - ( 206,404 ) - - ( 331,404 ) - ( 331,404 ) Changes in pension benefit obligation - - - - - - - - 238,010 - 238,010 - 238,010 Net loss - - - - - - - ( 58,691,023 ) - - ( 58,691,023 ) - ( 58,691,023 ) Balance at December 31, 2024 - $ - 138,422 1 $ 127,825,743 ( 152 ) ( 625,791 ) $ ( 115,683,621 ) $ ( 2,723,397 ) $ ( 250,308 ) $ 8,542,627 - $ 8,542,627 The accompanying notes are an integral part of these consolidated financial statements. F- 6 ONCONETIX, INC. Consolidated Statements of Cash Flows For the year ended December 31, 2025 For the year ended December 31, 2024 Cash flows from operating activities Net loss $ ( 14,032,342 ) $ ( 58,691,023 ) Adjustments to reconcile net loss to net cash used in operating activities: Loss on impairment of goodwill 11,512,000 32,347,000 Loss on impairment of ENTADFI — 3,530,717 Loss on impairment of intangibles — 10,279,796 Amortization of debt discount 124,084 376,660 Amortization of debt discount - related party — 400,000 Loss on extinguishment of note payable 5,384,719 — Loss on extinguishment of Series C preferred stock 196,244 — Loss on issuance of preferred stock and warrants 3,674,329 — Depreciation and amortization 15,170 731,345 Net periodic pension benefit cost ( 619,399 ) ( 48,423 ) Stock-based compensation 74,267 438,653 Loss on impairment of inventory of ENTADFI — 356,637 Change in fair value of contingent warrant liabilities ( 16,499 ) ( 1,250,466 ) Change in fair value of Series D warrant liability ( 10,377,638 ) — Change in fair value of Series D derivative liability 3,809,333 — Change in fair value of Series E warrant liability ( 4,486,847 ) — Change in fair value of Series E derivative liability 1,539,014 — Change in fair value of subscription agreement liability ( 3,127,962 ) 3,259,000 Loss on disposal of property and equipment 17,283 — Gain on forgiveness of accounts payable ( 944,694 ) — Deferred tax benefit — ( 1,045,181 ) Amortization of deferred offering costs — 366,113 Gain on settlement of contingent warrant liabilities — ( 5,282 ) Changes in assets and liabilities: Accounts receivable ( 268,685 ) 116,676 Inventory ( 73,720 ) ( 62,273 ) Investor receivable ( 50,000 ) — Prepaid expenses and other assets ( 128,360 ) 1,018,109 Prepaid expenses, long-term — ( 7,749 ) Deferred offering costs ( 225,000 ) — Accounts payable ( 1,093,655 ) ( 1,477,075 ) Accrued expenses ( 580,032 ) ( 1,129,050 ) Net cash used in operating activities ( 9,678,390 ) ( 10,495,816 ) Cash flows from investing activities Purchase of property and equipment — ( 28,471 ) Net cash used in investing activities — ( 28,471 ) Cash flows from financing activities Proceeds from issuance of notes payable - related party — 5,000,000 Proceeds from issuance of notes payable 1,335,875 — Payment of financing costs — ( 400,000 ) Payment on note payables ( 7,111,548 ) ( 1,345,521 ) Payment of redemption of Series C Preferred Stock ( 1,713,570 ) — Proceeds from exercise of preferred investment options, net — 922,749 Proceeds from exercise of stock options — 163 Proceeds from exercise of warrants — 6,155 Proceeds from issuance of Series D Preferred Stock and warrants 9,301,200 — Proceeds from issuance of Series E Preferred Stock and warrants 6,250,000 — Proceeds from issuance of Series C Preferred Stock and warrants — 1,875,000 Proceeds from issuance or sale of common stock 6,391,655 685,282 Cash in lieu of shares ( 926 ) ( 718 ) Net cash provided by financing activities 14,452,686 6,743,110 Effect of exchange rate changes on cash ( 200,142 ) ( 126,658 ) Net increase (decrease) in cash 4,574,154 ( 3,907,835 ) Cash, beginning of period 646,500 4,554,335 Cash, end of period $ 5,220,654 $ 646,500 Cash paid for interest $ 766,330 $ 379,409 Noncash investing and financing activities: Recognition of contingent warrant liability $ — $ 157,720 Conversion of Series B Preferred Stock to common stock $ — $ 64,236,085 Conversion of Series C preferred stock to common stock $ 801,241 $ — Recognition of Series D warrant liabilities $ 14,749,000 $ — Recognition of Series D derivative liabilities $ 772,000 $ — Recognition of Series D preferred stock $ 5,884,719 $ — Recognition of Series E warrant liabilities $ 6,516,000 $ — Recognition of Series E derivative liabilities $ 865,000 $ — Reclassification of Series D warrant liabilities to equity $ 4,371,362 $ — Reclassification of Series E warrant liabilities to equity $ 2,029,153 $ — Series C preferred stock exchanged for Series D preferred stock $ 246,227 $ — Settlement of note payable through issuance of Series D preferred stock $ 3,176,471 $ — Settlement of related party note payable and accrued interest through issuance of common stock $ — $ 5,134,247 Settlement of subscription agreement liability $ 995,038 $ — Establishment of operating right-of-use asset $ — $ 87,864 Conversion to equity of non-controlling interest $ — $ 7,184,751 D&O insurance premium financed $ — $ 678,548 Receivable from shareholders for shares issued $ — $ 250,308 Measurement Period Adjustments from Proteomedix acquisition $ — $ 10,321,000 Adjustment to redeemable Series C preferred stock $ — $ 125,000 Deemed dividend Series C preferred stock $ 409,510 $ 206,404 The accompanying notes are an integral part of these consolidated financial statements. F- 7 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 1 — Organization and Basis of Presentation Organization and Nature of Operations Onconetix, Inc. (formerly known as Blue Water Biotech, Inc. and Blue Water Vaccines Inc.) (the “Company” or “Onconetix”) was formed on October 26, 2018, and is a commercial stage biotechnology company focused on the research, development, and commercialization of innovative solutions for men’s health and oncology. On December 15, 2023, Onconetix acquired 100 % of the issued and outstanding voting equity interests in Proteomedix AG, a Swiss company (“Proteomedix”), and its related diagnostic product Proclarix. As a result of this transaction, Proteomedix became a wholly owned subsidiary of Onconetix. 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. In April 2023, the Company acquired ENTADFI®, a Food and Drug Administration (“FDA”)-approved, once daily pill that combines finasteride and tadalafil for the treatment 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 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 to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to change its corporate name from “Blue Water Vaccines Inc.” to “Blue Water Biotech, Inc.” The name change was effective as of April 21, 2023. On December 15, 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. Reverse Stock Split On September 24, 2024, the Company effected a reverse stock split of all shares of its issued and outstanding Common Stock at a ratio of one-for-forty (1:40). The Company accounted for the reverse stock split on a retrospective basis pursuant to Accounting Standards Codification (“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. F- 8 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 The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Onconetix and its 100 % wholly owned subsidiary, Proteomedix, since the acquisition date of December 15, 2023. 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. 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 Plans The Company’s operating activities to date 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, 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. During 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 is still subject to further successful development and commercialization activities within certain jurisdictions. 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 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. F- 9 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 3 — Summary of Significant Accounting Policies Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant estimates in the Company’s consolidated financial 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: commercial. 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, 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. dollars at exchange rates as of the consolidated balance sheet date. Equity is translated at historical exchange rates. Revenues and expenses are translated into U.S. 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. F- 10 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 3 — Summary of Significant Accounting Policies (cont.) Accounts receivable The Company 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. As of December 31, 2025, there was no allowance for credit losses. As of December 31, 2025, substantially all of the Company’s accounts receivable are due from a single customer. Inventories Inventories consist of product acquired in the Proteomedix transaction. Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis, aside from inventories acquired in an asset acquisition or business combination, which are recorded at fair value. The Company 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 items are observed and there are no alternative uses for the inventory, the Company records a write-down to net realizable value in the period that the decline in value is first recognized. Property and Equipment Property and equipment consists of laboratory equipment, computers, and office furniture and fixtures, all of which are recorded at cost. Depreciation is recorded using the straight-line method over the respective useful lives of the assets ranging from two to ten years . Depreciation expense was approximately $ 15,000 and $ 22,000 for the years ended December 31, 2025 and 2024 and is included in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. Acquisitions The Company evaluates acquisitions to first determine whether a set of assets acquired constitutes a business and should be accounted for as a business combination. If the assets acquired are not a business, the transaction is accounted as an asset acquisition in accordance with Accounting Standards Codification (“ASC”) 805-50, Asset Acquisitions (“ASC 805-50”), which requires the acquiring entity to recognize assets acquired and liabilities assumed based on the cost to the acquiring entity on a relative fair value basis, except for non-qualifying assets including financial assets such as inventory. Further, the cost of the acquisition includes the fair value of consideration transferred and direct transaction costs attributable to the acquisition. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values. Contingent consideration payments in asset acquisitions are recognized when the contingency is determined to be probable and reasonably estimable. If the assets 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 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. F- 11 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 3 — Summary of Significant Accounting Policies (cont.) Goodwill and Other Intangible Assets Goodwill represents the excess of the cost of a business combination over the fair value of the net assets acquired. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to impairment tests on an annual basis, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is allocated to the reporting unit from which it was created. A reporting unit is an operating segment or sub-segment to which goodwill is assigned when initially recorded. The Company tests indefinite lived intangible assets for impairment, on an annual basis in the fourth quarter, or more frequently if an event occurs or circumstances indicate that the indefinite lived assets may be impaired. The Company may perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If the Company determines this is the case, the Company then performs further quantitative analysis to identify and measure the amount of goodwill impairment loss to be recognized, if any. To perform its quantitative test, the Company compares the fair value of the reporting unit to its carrying value. 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. 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 begin. 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 has entered into certain license and asset purchase agreements. Potential milestone payments for development, regulatory, and commercial milestones are recorded when the milestone is probable of achievement. Upon a milestone being achieved, the associated milestone payment is capitalized and amortized over the remaining useful life for approved products or expensed as research and development expense for milestones relating to products whose FDA approval has not yet been obtained. Impairment of Long-Lived Assets The Company reviews long-lived assets, including intangible assets with finite useful lives, for impairment whenever events or changes in business circumstances indicate that the carrying 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 negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value. 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 31, 2025. 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. F- 12 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 3 — Summary of Significant Accounting Policies (cont.) Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). 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; and ● 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 fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Financial instruments, including cash, inventory, accounts receivable, receivables from related party, accounts payable, accrued liabilities, operating lease liabilities, and notes payable are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The fair value of the contingent warrant liability and the related party subscription agreement liability are valued using significant unobservable measures and other fair value inputs and are therefore classified as Level 3 financial instruments. The fair value of financial instruments measured on a recurring basis is as follows as of December 31, 2025 and 2024: As of December 31, 2025 Description Total Level 1 Level 2 Level 3 Liabilities: Contingent warrant liability $ 26,590 — — $ 26,590 Series D and E derivative liabilities 6,985,347 — — 6,985,347 Total $ 7,011,937 — — 7,011,937 As of December 31, 2024 Description Total Level 1 Level 2 Level 3 Liabilities: Contingent warrant liability $ 43,089 — — $ 43,089 Subscription agreement liability – related party 4,123,000 — — 4,123,000 Total $ 4,166,089 — — $ 4,166,089 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 assets or liabilities are recorded at fair value on a non-recurring basis as of December 31, 2025 and 2024. There were no transfers between levels during the periods presented. F- 13 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 3 — Summary of Significant Accounting Policies (cont.) Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financing as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity as a reduction of proceeds generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to expenses in the consolidated statements of operations and comprehensive loss. Leases The Company accounts for leases in accordance with ASC 842, Leases . The Company has one lease agreement for office space, which contains an initial term of two years with renewal options. The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. Operating lease right of use assets and operating lease liabilities are recognized on the lease commencement date. Operating lease right of use assets represent the Company’s right to use an underlying asset for the estimated lease term and operating lease liabilities represent the Company’s present value of its future lease payments. In assessing its lease and determining its lease liability at lease commencement or upon modification, the Company was not able to readily determine the rate implicit for its lessee arrangements and thus has used its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company’s right of use asset is measured as the balance of the lease liability plus or minus any prepaid or accrued lease payments and any unamortized initial direct costs. The operating lease payments are recognized as lease expense on a straight-line basis over the lease term, and are included in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. Lease payments included in the measurement of the lease liability are comprised of fixed payments. If the Company’s lease agreements include renewal option periods, the Company includes such renewal options in its calculation of the estimated lease term when it determines whether the options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC 842 will be greater than the non-cancellable term of the contractual arrangement. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company applies this policy to all underlying asset categories. The Company additionally evaluates leases at their inception to determine if the leases are to be accounted for as an operating lease or a finance lease. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease payments are recognized in the period in which the obligations for those payments are incurred. Lease expense for finance leases is bifurcated into two components, with the amortization expense component of the right-of-use asset recognized on a straight-line basis and the interest expense component recognized using the effective interest method over the lease term. The Company has no financing leases as of December 31, 2025 or 2024. F- 14 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 3 — Summary of Significant Accounting Policies (cont.) Defined Benefit Pension Plan Proteomedix sponsors a defined benefit pension plan (the “Swiss Plan”) covering its eligible Swiss employees. The Swiss Plan is government-mandated and provides retirement benefits based on employees’ years of service and compensation levels. The Company recognizes an asset for the Swiss Plan’s overfunded status or a liability for underfunded status in its consolidated balance sheets. Additionally, the Company measures its plan’s assets and obligations that determine its funded status as of the end of the year and recognizes the changes in the funded status in the year in which the changes occur. Those changes are reported in accumulated other comprehensive loss in the accompanying consolidated statements of convertible preferred stock and stockholders’ equity. The Company uses actuarial valuations to determine its pension and postretirement benefit costs and credits. The amounts calculated depend on a variety of key assumptions, including discount rates and expected return on plan assets. 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 The Company periodically enters into strategic alliance agreements with counterparties to produce products and/or provide services to customers. Alliances created by such agreements are not legal entities, have no employees, no assets and have no true operations. These arrangements create contractual rights and the Company accounts for these alliances as a collaborative arrangement by reporting costs incurred and reimbursements received from transactions within research and development expenses within the consolidated statements of operations and comprehensive loss. Revenue Recognition Development Services Proteomedix provides a range of services to life sciences customers referred to as “Development Services” including testing for biomarker discovery, assay design and development. These Development Services are performed under individual statement of work (“SOW”) arrangements with specific deliverables defined by the customer. Development Services are generally performed on a time and materials basis. During the performance and through completion of the service to the customer in accordance with the SOW, the Company has the right to bill the customer for the agreed upon price and recognizes the Development Services revenue over the period estimated to complete the SOW. The Company generally identifies each SOW as a single performance obligation. Completion of the service and satisfaction of the performance obligation under a SOW is typically evidenced by access to the data or test made available to the customer or any other form or applicable manner of delivery defined in the SOW. However, for certain SOWs under which work is performed pursuant to the customer’s highly customized specifications, the Company has the enforceable right to bill the customer for work completed, rather than upon completion of the SOW. For those SOWs, the Company recognizes revenue over a period of time during which the work is performed based on the expended efforts (inputs). As the performance obligation under the SOW is satisfied, any amounts earned as revenue and billed to the customer are included in accounts receivable. Product Sales The Company derives revenue through sales of its products, which includes Proclarix, its diagnostic product, directly to end users, including laboratories, hospitals, and medical centers, and to distributors. 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. In September 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 materials. F- 15 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. As of 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 the following geographic regions during the year ended December 31, 2025: European Union Non-European Union (UK) United States Development services 100 % — % — % Other revenue 100 % — % — % Product sales 92 % 8 % — % European Union Non-European Union (UK) United States Total Revenue Development services $ 1,654 $ — $ — $ 1,654 Other revenue 587,882 — — 587,882 Product sales 207,054 18,781 — 225,835 Total $ 796,590 $ 18,781 $ — $ 815,371 The Company’s revenue was generated from the following geographic regions during the year ended December 31, 2024: European Union Non-European Union (UK) United States Development services 100 % — % — % Product sales 65 % 10 % 25 % European Union Non-European Union (UK) United States Total Revenue Development services $ 2,275,088 $ — $ — $ 2,275,088 Product sales 162,071 23,842 $ 63,115 249,028 Total $ 2,437,159 $ 23,842 $ 63,115 $ 2,524,116 F- 16 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: For the Year Ended December 31, 2025 For the Year Ended December 31, 2024 Development Services Product Sales Other Revenue Development Services Product Sales Other Revenue Customer A 100 % 92 % 100 % 100 % 65 % — % Customer B — % — % — % — % 25 % — % Customer C — % 3 % — % — % 5 % — % Customer D — % 5 % — % — % 5 % — % Any revenues earned but not yet billed to the 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 incurs costs to fulfill a contract but does not incur costs to obtain a contract. These costs to fulfill a contract do not meet the criteria for capitalization and are expensed as incurred. In circumstances where a SOW includes a variable consideration component, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on which method is expected to better predict the amount of consideration to which the Company will be entitled. The value of variable consideration is included in the transaction price if, and to the extent, it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. These estimates are reassessed each reporting period, as required, and any adjustment required is recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment. Research and Development The Company expenses the cost of research and development as incurred. Research and development expenses include costs incurred in funding research and development activities, license fees, and other external costs. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is achieved. When billing terms under research and development contracts do not coincide with the timing of when the work is performed, the Company is required to make estimates of outstanding obligations as of period end to those third parties. Accrual estimates are based on several factors, including the Company’s knowledge of the progress towards completion of the research and development activities, invoicing to date under the contracts, communication from the research institution or other companies of any actual costs incurred during the period that have not yet been invoiced, and the costs included in the contracts. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the estimates made by the Company. The historical accrual estimates made by the Company have not been materially different from the actual costs (see Note 5). In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 730-10-25-1, Research and Development, costs incurred in obtaining licenses and patent rights are charged to research and development expense if the technology licensed has not reached commercial feasibility and has no alternative future use. The licenses purchased by the Company (see Note 5) require substantial completion of research and development, regulatory and marketing approval efforts to reach commercial feasibility and have no alternative future use. Accordingly, the total purchase price for the licenses acquired is reflected as research and development on the Company’s consolidated statements of operations and comprehensive loss. F- 17 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 3 — Summary of Significant Accounting Policies (cont.) Contingencies Accruals are recorded for loss contingencies when it is probable that a liability has been incurred, and the amount of the related loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings and other matters that could cause an increase or decrease in the amount of the liability that has been accrued previously. Considering facts known at the time of the assessment, the Company determines whether potential losses are considered reasonably possible or probable and whether they are estimable. Based upon this assessment, the Company carries out an evaluation of disclosure requirements and considers possible accruals in the consolidated financial statements. Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. Stock-based awards to employees with graded-vesting schedules are recognized, using the accelerated attribution method, on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term — The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term. The simplified method is used as the Company has insufficient historical information to provide a basis for an estimate of the expected term. Expected Volatility — Volatility is a measure of the amount by which the Company’s share price has historically fluctuated or is expected to fluctuate (i.e., expected volatility) during a period. Due to the lack of an adequate history of a public market for the trading of the Company’s common stock and a lack of adequate company-specific historical and implied volatility data, the Company computes stock price volatility over expected terms based on comparable companies’ historical common stock trading prices. For these analyses, the Company has selected companies with comparable characteristics, including enterprise value, risk profiles, and position within the industry. Common Stock Fair Value — The fair value of the common stock underlying the Company’s stock options is based on the closing price of the Company’s common stock, as reported by the Nasdaq Capital Market, on the grant date of the award. Risk-Free Interest Rate — The Company bases the risk-free interest rate on the implied yield available on U.S. Treasury securities with a remaining term commensurate with the estimated expected term. Expected Dividend — The Company has never declared or paid any cash dividends on its shares of common stock and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models. The Company recognizes forfeitures of equity awards as they occur. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the jurisdictions and years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in operations in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts expected to be realized by the use of a valuation allowance. F- 18 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 3 — Summary of Significant Accounting Policies (cont.) Comprehensive Loss The Company is required to report all components of comprehensive loss, including net loss, in the accompanying consolidated financial statements in the period in which they are recognized. Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive losses for the years ended December 31, 2025 and 2024 are comprised of net loss, the effect of currency translation adjustments, and the change in pension benefit obligation. Financial instruments The Company determines the accounting classification of financial instruments that are issued, including its warrants and a subscription agreement, as either liability or equity, by first assessing whether the financial instruments are freestanding financial instruments, and if they meet liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity , (“ASC 480”), and then in accordance with ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”). Under ASC 480-10, financial instruments are considered liability-classified if the instruments are mandatorily redeemable, obligate the issuer to settle the instruments or the underlying shares by paying cash or other assets, or must or may require settlement by issuing a variable number of shares. If the instruments do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the financial instruments do not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the instruments are indexed to the Company’s common stock and whether the instruments are classified as equity under ASC 815-40 or other applicable GAAP. After all relevant assessments are made, the Company concludes whether the instruments are classified as liability or equity. Liability-classified instruments are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. Equity-classified instruments are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date. Preferred Stock The Company applies the guidance enumerated in ASC 480, when determining the classification and measurement of preferred stock. Preferred stock subject to mandatory redemption, if any, is classified as a liability and is measured at fair value. The Company classifies conditionally redeemable preferred stock, which includes preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies its preferred stock in stockholders’ equity. Treasury Stock The Company records treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock. F- 19 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 3 — Summary of Significant Accounting Policies (cont.) Recently Adopted Accounting Standards 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. 2023-09, Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures . This ASU requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The amendment also includes other changes to improve the effectiveness of income tax disclosures, including further disaggregation of income taxes paid for individually significant jurisdictions. This ASU is effective for annual periods beginning after December 15, 2024. Adoption of this ASU should be applied on a prospective basis. Early adoption is permitted. 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. 2024-03, Disaggregation of Income Statement Expenses . This guidance will require additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. The amendments are effective for annual reporting periods beginning after December 15, 2026 and interim reporting period beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact of this new guidance to our consolidated financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements. Note 4 — Balance Sheet Details Inventories Inventories, which primarily relate to Proclarix product as of December 31, 2025 and 2024, consisted of the following: December 31, 2025 December 31, 2024 Raw materials $ 103,431 $ 57,446 Finished goods 46,530 6,633 Total $ 149,961 $ 64,079 The Company recorded an impairment on the ENTADFI 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. F- 20 ONCONETIX, INC. Notes to Consolidated Financial Statements 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 Prepaid expenses and other current assets consisted of the following as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Prepaid insurance $ 136,739 $ 101,999 Prepaid professional fees — 7,487 VAT taxes receivable 31,955 28,756 Prepaid other 170,552 33,894 Other Receivable 10,047 41,835 Total $ 349,293 $ 213,971 Intangible Assets Intangible assets acquired in connection with the ENTADFI and Proteomedix acquisitions were comprised of customer relationships, product rights for developed technology, and a trade name. These intangibles were fully impaired during the year ended December 31, 2024, resulting in a zero balance as of December 31, 2025 and 2024. Changes in intangible assets recorded during the year ended December 31, 2024 consisted of the following: Trade name Product rights for developed technology Customer relationships Total intangible assets, net Balance at December 31, 2023 $ 9,312,739 $ 14,150,944 $ 1,947,204 $ 25,410,887 Measurement period adjustments related to the Proteomedix acquisition ( 6,239,000 ) ( 3,264,000 ) ( 818,000 ) ( 10,321,000 ) Impairment ( 2,676,441 ) ( 9,912,392 ) ( 987,607 ) ( 13,576,440 ) Amortization ( 185,396 ) ( 457,144 ) ( 66,502 ) ( 709,042 ) Effect of Foreign Currency Translation ( 211,902 ) ( 517,408 ) ( 75,095 ) ( 804,405 ) Balance at December 31, 2024 $ — $ — $ — $ — The finite lived intangible assets held by the Company, which includes trade name, customer relationships and product rights for developed technology, were being amortized over their estimated useful lives, which is 15 years. Amortization expense related to intangible assets was approximately $ 0.7 million for the year ended December 31, 2024, of which approximately $ 457,000 and $ 252,000 was recorded as cost of revenue and selling, general, and administrative expenses, respectively, in the accompanying consolidated statements of operations and comprehensive loss. 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 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 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. F- 21 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 4 — Balance Sheet Details (cont.) Goodwill Goodwill consisted of the following as of December 31, 2025 and 2024: Balance as of December 31, 2023 $ 55,676,142 Measurement period adjustment related to the Proteomedix acquisition 8,393,843 Impairment loss ( 32,347,000 ) Foreign currency translation ( 4,674,012 ) Balance as of December 31, 2024 27,048,973 Impairment loss ( 11,512,000 ) Foreign currency translation 3,012,032 Balance as of December 31, 2025 $ 18,549,005 Impairments for years ended December 31, 2025 and 2024 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 analyses. 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. F- 22 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 Accrued expenses consisted of the following as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Accrued compensation $ 42,228 $ 186,956 Accrued research and development — 320,096 Accrued professional fees 201,208 161,981 Accrued franchise taxes 80,000 40,000 Accrued interest — 139,409 Accrued license fees — 14,705 Other accrued expenses 18,445 25,841 Total $ 341,881 $ 888,988 Note 5 — Significant Agreements Services Agreement On July 21, 2023, the Company, entered into a Licensing and Services Master Agreement (“Master Services Agreement”) and a related statement of work with a vendor, pursuant to which the vendor was to provide to the Company commercialization services for the Company’s products, including recruiting, managing, supervising and evaluating sales personnel and providing sales-related services for such products, for fees totaling up to $ 29.1 million over the term of the statement of work. The statement of work had a term through September 6, 2026, unless earlier terminated in accordance with the Master Services Agreement and the statement of work. On July 29, 2023, a second statement of work was entered into with the same vendor for certain subscription services providing prescription market data access to the Company. The fees under the second statement of work totaled approximately $ 0.8 million, and the term was through July 14, 2025 . On October 12, 2023, the Company terminated the Master Services Agreement and the statements of work. During 2023, the Company recognized a termination fee of approximately $ 1.4 million included 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. During 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. F- 23 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 5 — Significant Agreements (cont.) 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 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, ● after LabCorp achieves a certain amount in the low seven figures in net sales of Licensed Products, LabCorp will pay Proteomedix an amount in the low seven figures, ● after a certain amount in the mid-seven figures in net sales of Licensed Products, LabCorp will pay Proteomedix an amount in the low seven figures. The total milestone payments available under the terms of this contract are $ 2.5 million. An additional $ 0.5 million was paid to Proteomedix as an initial license fee in 2023. LabCorp is wholly responsible for the cost, if any, of research, development and commercialization of Licensed Products in the United States but has the right to offset a portion of those costs against future royalty and milestone payments. Additionally, LabCorp may deduct royalties or other payments made to third parties related to the manufacture or sale of Licensed Products up to a maximum amount of any royalty payments due to Proteomedix. There was no such activity under the agreement for the year ended December 31, 2025. The license agreement and related royalty payment provisions expire during 2038, which approximates the expiration of the last patent covered by the license agreement. LabCorp has the right to terminate the license agreement for any reason by providing 90 days written notice to Proteomedix. Either party may terminate the license agreement due to a material reach of the terms of the license agreement with 40 days’ notice, provided such breach is not cure within the foregoing 30 -day period. Finally, Proteomedix may terminate the license agreement with 60 days’ notice in the event LabCorp fails to make any undisputed payment due, provided that LabCorp does not remit the payment within the foregoing 60 -day period. As of December 31, 2025, the sale of Licensed Products by LabCorp under the license agreement has not commenced. The Company has sold product to LabCorp for their use in internal trials of the test. 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 range; however, actual costs may vary depending on enrollment levels and study execution. Immunovia AB 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. Proteomedix 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. F- 24 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 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. On April 24, 2024, the Company entered into a forbearance agreement with Veru (the “Original Forbearance Agreement”) due to the Company’s failure to repay the principal balance on the $ 5.0 million note payable that had a maturity date of April 19, 2024 (the “April Veru Note”). Pursuant to the Original Forbearance Agreement, Veru will forbear from exercising its rights and remedies under the April Veru Note as a result of this default, until March 31, 2025 (the “April 2024 Forbearance Period”). Interest will accrue on any unpaid principal balance of the April Veru Note at a rate of 10 % per annum, commencing on April 20, 2024 through the date that the outstanding principal balance under the April Veru Note is paid in full. Any such accrued interest will become immediately due and payable upon the earlier of (i)certain events of default under the April Veru Note or the $ 5.0 million note payable that matures on September 30, 2024 (the “September Veru Note”), (ii) a payment default under the September Veru Note and (iii) the final payment of any principal amount payable under the September Veru Note. No interest was to accrue under the September Veru Note during the April 2024 Forbearance Period unless an Event of Default (as defined in the Original Forbearance Agreement) occurs, in which case interest will accrue from and after the date on which such default occurs. F- 25 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 6 — Notes Payable (cont.) In consideration for Veru’s entrance into the Original Forbearance Agreement, the Company agreed to pay Veru: ● $ 50,000 of the principal due under the April Veru Note, which was paid on April 25, 2024, and up to $ 10,000 of out-of-pocket expenses incurred by Veru in connection with the Original Forbearance Agreement; ● 15 % of (i) the monthly cash receipts of Proteomedix for the licensing or sale of any products or services, (ii) monthly cash receipts of the Company or any of its subsidiaries for the sales of Proclarix anywhere in the world, and (iii) monthly cash receipts of the Company or any of its subsidiaries for milestone payments or royalties from LabCorp; and ● 10 % of the net proceeds from any financing or certain asset sale, transfer or licensing transactions that are consummated prior to March 31, 2025. The Company also agreed to a general release of claims against Veru and its representatives arising out of or relating to any act or omission thereof prior to April 24, 2024. The Company determined that the Original Forbearance Agreement should be accounted for as a modification of the April Veru Note and the September Veru Note in accordance with ASC 470-50, Debt - Modifications and Extinguishments (“ASC 470”), as the change in cash flows expected under the April Veru Note and the September Veru Note was not substantial. A new effective interest rate was established based on the carrying value of the original Notes and the revised cash flows and no gain or loss was recorded. On September 19, 2024, the Company entered into an Amended and Restated Forbearance Agreement with Veru (the “Amended and Restated Forbearance Agreement” or “A&R Forbearance Agreement”), which amends and restates the Original Forbearance Agreement in its entirety. Pursuant to the A&R Forbearance Agreement, Veru will forbear from exercising its rights under both the April Veru Note and the September Veru Note, subject to the terms and conditions set forth below. The A&R Forbearance Agreement extends the due date for the April 2024 and September 2024 Veru Notes until the earlier to occur of (i) June 30, 2025 or (ii) the occurrence of any Event of Default. The Amended and Restated Forbearance Agreement also effected certain modifications to the payment terms in the Original Forbearance Agreement and amended certain terms of the September Veru Note as summarized below. Pursuant to the A&R Forbearance Agreement, the Company agreed to make the following required payments (the “Required Payments”) during the April 2024 Forbearance Period, first to accrued and unpaid interest under the April Veru Note and then any remainder to the outstanding principal amount of the April Veru Note: ● Interest at the rate of 10 % per annum shall accrue on any unpaid principal balance of the April Veru Note commencing on April 20, 2024 through the date that the outstanding principal balance under the April Veru Note is paid in full; ● Monthly payments equal to 25 % (increased from 15 % in the Original Forbearance Agreement) of (i) the monthly cash receipts of Proteomedix for the licensing or sale of any products or services, (ii) monthly cash receipts of the Company or any of its subsidiaries for the sales of Proclarix anywhere in the world, and (iii) monthly cash receipts of the Company or any of its subsidiaries for milestone payments or royalties from LabCorp cash receipts of the Company or any of its subsidiaries from certain sale or licensing revenues or payments (the “Ordinary Cash Revenue”), which increased amount began October 20, 2024 for cash receipts in September 2024; ● Payment of 20 % (increased from 10 % in the Original Forbearance Agreement) of the net proceeds from certain financing or other transactions outside the ordinary course of business completed by the Company or any of its subsidiaries during the April 2024 Forbearance Period, which increased amount will begin for any net proceeds received after September 19, 2024; and ● The remaining balance of the April Veru Note will be due at the end of the April 2024 Forbearance Period. F- 26 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 6 — Notes Payable (cont.) The Company and Veru also agreed to the following amendments to the September Veru Note in the A&R Forbearance Agreement: ● As noted above, an extension of the maturity date to June 30, 2025; ● The accrual of interest at the rate of 10 % per annum on any unpaid principal balance of the September Veru Note commencing on October 1, 2024 through the date that the outstanding principal balance under the September Veru Note is paid in full; ● Any amounts owed on the September Veru Note, including but not limited to unpaid principal and accrued interest, will be paid in cash or, upon the mutual written consent of Veru and the Company, in shares of the Company’s Common Stock or a combination of cash and the Company’s Common Stock; ● Following full repayment of all principal and interest under the April Veru Note, the Company will make the Required Payments first towards accrued and unpaid interest under the September Veru Note and then towards the remaining principal balance payable under the September Veru Note; ● If the aggregate unpaid principal outstanding under the April Veru Note and the September Veru Note and all accrued and unpaid interest thereon is repaid in cash on or before December 31, 2024, then the total principal balance under the September Veru Note that will be payable by the Company in satisfaction of its obligations under the September Veru Note will be reduced from $ 5.0 million to $ 3.5 million. The Company determined the A&R Forbearance Agreement should be accounted for as a modification of both the April and September Veru Notes in accordance with ASC 470-50, Debt - Modifications and Extinguishments (“ASC 470”), as the change in cash flows expected under the April Veru Note and the September Veru Note was not substantial. A new effective interest rate was established based on the carrying value of the original Notes and the revised cash flows and no gain or loss was recorded. On November 26, 2024, the Company entered into another Amended and Restated Forbearance Agreement with Veru (the “November Amended and Restated Forbearance Agreement” or “November A&R Forbearance Agreement”), which amends and restates certain terms of the Amended and Restated Forbearance Agreement. Pursuant to the November A&R Forbearance Agreement, Veru agreed to waive the due date for payment of applicable Cash Receipt Payments (as such term is defined in the A&R Forbearance Agreement) generated in October 2024 until the Company receives funds of at least $ 97,000 pursuant to its equity line of credit facility with Keystone Capital Partners LLC. In exchange, the Company agreed to increase its payments to be made to Veru out of future financing and strategic transactions through June 30, 2025, from 20 % to 25 % of net proceeds generated from such transactions. All other terms of the A&R Forbearance Agreement with Veru remain the same. Management has evaluated and concluded that there is no accounting impact from the A&R Forbearance Agreement with Veru. 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 30, 2025. 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, 2025. 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. F- 27 ONCONETIX, INC. Notes to Consolidated Financial Statements 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 . As of 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 Agreement. Related Party Debenture On January 23, 2024, the Company issued a non-convertible debenture (the “Debenture”) to the PMX Investor, a related party, in the principal sum of $ 5.0 million, in connection with the Subscription Agreement discussed in Note 7. The Debenture has an interest rate of 4.0 % per annum, and the principal and accrued interest was originally payable in full upon the earlier of (i) the closing under the Subscription Agreement and (ii) June 30, 2024. Additionally, the $ 5.0 million subscription amount under the Subscription Agreement shall be increased by the amount of interest payable under the Debenture. On April 24, 2024, the maturity date of the related party debenture was extended to October 31, 2024 , through the execution of an extension agreement (the “Extension Agreement”) between the Company and the PMX investor. No other terms of the Debenture were modified in connection with the Extension Agreement. F- 28 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 6 — Notes Payable (cont.) The Company considered the guidance of ASC 470-60, Troubled Debt Restructuring by Debtors , and concluded that the Extension Agreement should be accounted for as a troubled debt restructuring as the Company is experiencing financial difficulty and since the effective borrowing rate under the Extension Agreement is less than the effective borrowing rate under the original agreement, which indicates that a concession is deemed to have been granted. This did not result in a gain on restructuring as the future undiscounted cash outflows required under the Extension Agreement exceed the carrying value of the Debenture immediately prior to the extension. A new effective rate was established based on the carrying value of the original Debenture and the revised cash flows. In connection with the issuance of the Debenture, the Company incurred approximately $ 0.4 million in financing fees, which was recorded as a debt discount, and reflected as a reduction in the carrying amount of the Debenture. The debt discount is being amortized to interest expense through the maturity date. The Company did not incur any financing fees in connection with the Extension Agreement. On September 24, 2024, the Company converted all unpaid principal and accrued interest due under the Debenture into 5,882 units, attributable to principal, and 158 units, attributable to accrued interest, upon the closing of the Subscription Agreement. Each unit consisted of 1 share of common stock and 0.30 pre-funded warrants at an exercise price of $ 3.40 per share. As a result of the transaction, 6,040 shares of common stock were issued, and 1,812 pre-funded warrants were issued. As of December 31, 2024, there is no outstanding balance or accrued interest remaining on the Debenture. The remaining unamortized debt discount was immediately expensed upon settlement. The Company recorded approximately $ 0.5 million of interest expense on the Debenture during the year ended December 31, 2024 which includes accrued interest and amortization of the debt discount. 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 policies. 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. F- 29 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 6 — Notes Payable (cont.) Keystone Notes Payable During the year ended December 31, 2025, the Company 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. The February 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. F- 30 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 7 — Subscription Agreement On December 18, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with the PMX Investor, who became a stockholder of Onconetix at the 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 23, 2024 to include a provision for interest on the $ 5 million debenture, accruing at a rate of 4 %, to be included in the calculation of the units to be issued upon the conversion. Stockholder approval was obtained on September 5, 2024, and as a result, the conversion and the issuance of 5,882 units, attributable to the Subscription Agreement, and 158 units, attributable to additional accrued interest under the debenture to the PMX Investor took place on September 24, 2024. 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 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: Subscription Agreement Liability Balance at December 31, 2023 $ 864,000 Change in fair value 3,259,000 Balance at December 31, 2024 4,123,000 Change in fair value ( 3,127,962 ) Settlement ( 995,038 ) 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. 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: December 31, 2024 Exercise price $ 10 Term (years) 0.48 Expected stock price volatility 100 % Risk-free rate of interest 4.25 % F- 31 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: Contingent Warrant Liability Balance at December 31, 2023 $ 2,641 Fair value at issuance 1,296,196 Change in fair value ( 1,250,466 ) Gain on settlement of contingent warrant liability ( 5,282 ) Balance at December 31, 2024 $ 43,089 Change in fair value ( 16,499 ) Balance at December 31, 2025 $ 26,590 Series D derivative liabilities and warrant liabilities 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 terms. 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. Changes 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, 2025). 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. The table below shows the inputs used to determine the fair value of the derivative liabilities: As of December 31, December 31, September 22, 2025 2025 2025 Closing Scenario Non-closing Scenario Expected term (years) 2.75 2.73 3.0 Expected volatility 150.00 % 150.00 % 150.00 % Expected dividend yield 0.00 % 0.00 % 0.00 % Risk-free interest rate 3.50 % 3.50 % 3.56 % Probability 40.00 % 60.00 % N/A F- 32 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 8 — Warrant and derivative liabilities (cont.) The table below shows the inputs used to determine the fair value of the warrant liabilities: As of December 23, December 23, September 22, 2025 2025 2025 Closing Scenario Non-closing Scenario Expected term (years) 2.75 2.75 3.0 Expected volatility 150.00 % 150.00 % 150.00 % Expected dividend yield 0.00 % 0.00 % 0.00 % Risk-free interest rate 3.55 % 3.50 % 3.56 % Probability 40.00 % 60.00 % N/A 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 fair value: Valuation Level December 31, 2025 September 22, 2025 Warrant liabilities Level 3 $ — $ 14,749,000 Derivative liabilities Level 3 4,581,333 772,000 $ 4,581,333 $ 15,521,000 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: Derivative Liabilities Warrant Liabilities Balance, as of December 31, 2024 — — Fair value recognized upon issuance $ 772,000 $ 14,749,000 Change in fair value 3,809,333 ( 10,377,638 ) Reclassified to equity (See Note 9) — ( 4,371,362 ) Balance, as of December 31, 2025 $ 4,581,333 $ — Series E derivative liabilities and warrant liabilities 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 terms. 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 models. 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. F- 33 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, 2025). 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. The table below shows the inputs used to determine the fair value of the derivative liabilities: As of December 31, December 31, October 1, 2025 2025 2025 Closing Scenario Non-closing Scenario Expected term (years) 2.73 2.75 3.0 Expected volatility 150.00 % 150.00 % 150.00 % Expected dividend yield 0.00 % 0.00 % 0.00 % Risk-free interest rate 3.50 % 3.50 % 3.53 % Probability 40.00 % 60.00 % N/A The table below shows the inputs used to determine the fair value of the warrant liabilities: As of December 23, December 23, October 1, 2025 2025 2025 Closing Scenario Non-closing Scenario Expected term (years) 2.77 2.77 3.0 Expected volatility 150.00 % 150.00 % 150.00 % Expected dividend yield 0.00 % 0.00 % 0.00 % Risk-free interest rate 3.55 % 3.50 % 3.53 % Probability 40.00 % 60.00 % N/A 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 value: Valuation Level December 31, 2025 October 1, 2025 Warrant liabilities Level 3 $ — $ 6,516,000 Derivative liabilities Level 3 2,404,014 865,000 $ 2,404,014 $ 7,381,000 F- 34 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: Derivative Liabilities Warrant Liabilities Balance, as of December 31, 2024 — — Fair value recognized upon issuance $ 865,000 $ 6,516,000 Change in fair value 1,539,014 ( 4,486,847 ) Reclassified in equity (See Note 9) — ( 2,029,153 ) Balance, as of December 31, 2025 $ 2,404,014 $ — Note 9 — Convertible Redeemable Preferred Stock and Stockholders’ Equity Authorized Capital As of December 31, 2025 and 2024, the Company is authorized to issue 250,000,000 shares and 10,000,000 shares of common stock and preferred stock, respectively, with a par value of $ 0.00001 for both common stock and preferred stock. 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 Series Seed Convertible Preferred Stock The Company has 1,150,000 shares of preferred stock designated as Series Seed Preferred Stock (“Series Seed”) and there are no shares of Series Seed outstanding as of December 31, 2025 and 2024. Series A Convertible Preferred Stock On September 29, 2023, the Company filed a Certificate of Designations of Rights and Preferences of Series A Preferred Stock of the Company (the “Series A Certificate of Designations”) with the State of Delaware to designate and authorize the issuance of up to 10,000 shares of Series A Preferred Stock. On October 3, 2023, the Company issued 3,000 shares of Series A Convertible Preferred Stock in exchange for the settlement of $ 3.0 million in notes payable due to Veru, Inc. On September 24, 2024, Veru converted all 3,000 shares of Series A Convertible Preferred Stock into 1,679 shares of the Company’s common stock per the stated conversion ratio. There were no shares of Series A Convertible Stock outstanding as of December 31, 2025 and 2024. Series B Convertible Preferred 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. F- 35 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 9 — Convertible Redeemable Preferred Stock and Stockholders’ Equity (cont.) Series C Convertible Preferred Sock On October 1, 2024, the Board of Directors authorized the Company to create a series of 10,000 shares of preferred stock designated as “Series C Convertible Preferred Stock”, with a par value of $ 0.00001 , pursuant to the certificate of designations. At any time after the initial issuance date of Series C convertible Preferred Stock, each Preferred Share shall be convertible into validly issued, fully paid and non-assessable shares of Common Stock. The holders of Series C Preferred Stock are entitled to dividends, on an as-if converted basis, equal to and in the same form as dividends actually paid on shares of Common Stock, when and if actually paid. In addition, from and after the occurrence and during the continuance of any Triggering Event, dividends (“Default Dividends”) will accrue on the Stated Value of each Preferred Share at a rate of fifteen percent ( 15.0 %) (the “Default Rate”) per annum. Each holder is entitled to convert any portion of the outstanding Preferred Shares held by such holder into validly issued, fully paid and non-assessable Conversion shares at the Conversion Rate, which can be determined by dividing (x) the Conversion Amount of such Preferred Share by (y) the Conversion Price, $ 4.5056 , subject to adjustment as provided in the Certificate of Designations. After the Stockholder Approval Date, if a Triggering Event occurs and is continuing at any time after the earlier of the holders’ receipt of a Triggering Event Notice and such holder becoming aware of such Triggering Event (such earlier date, the “Alternate Conversion Right Commencement Date”) and ending on the twentieth (20 th ) Trading Day after the later of (x) the date of such Triggering Event is cured and (y) such holder’s receipt of a Triggering Event Notice (such ending date, the “Alternate Conversion Right Expiration Date”), and each such period, an “Alternate Conversion Right Period”), such holder may, at such holder’s option, by delivery of a Conversion Notice to the Company (the date of any such Conversion Notice, each an “Alternate Conversion Date”), convert all, or any number of Preferred Shares held by such holder into shares of Common Stock at the Alternate Conversion Price (each, an “Alternate Conversion”). Alternate Conversion Price means, with respect to any Alternate Conversion that price will be the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of (x) the Floor Price and (y) 80% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such period, the “Alternate Conversion Measuring Period”). At any time, the Company has the right to redeem in cash all, but not less than all, of the Preferred Shares then outstanding at a price (the “Company Optional Redemption Price”) equal to 125% of the greater of (i) the Conversion Amount being redeemed and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed multiplied by (2) the greatest closing sale price of the Company’s Common Stock on any Trading Day during the period commencing on the date immediately preceding the date the Company notifies the holders of its elections to redeem and the date the Company makes the entire payment required. Upon the occurrence of a Bankruptcy Triggering Event, the Company will immediately redeem, in cash, each of the Preferred Shares then outstanding at a redemption price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied by (B) 125% and (ii) the product of (X) the Conversion Rate with respect to the Conversion Amount in effect immediately following the date of initial public announcement of such Bankruptcy Triggering Event multiplied by (y) the product of (1) 125% multiplied by (2) the greatest closing sale price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Bankruptcy Triggering Event and ending on the date the Company pays the entire payment required. The holders of the Series C Preferred Stock are entitled to be paid a cash amount equal to 30% of the gross proceeds in the event of any sale of common stock under the ELOC in accordance with the terms stated below within the ELOC securities purchase agreement. In no event may any Preferred Shares be converted (or Warrants be exercised) and shares of Common Stock be issued to any holder if after giving effect to the issuance of shares of Common Stock upon such conversion of the Preferred Shares (or exercise of the Warrants), the holder (together with its affiliates, if any) would beneficially own more than 4.99 % of the outstanding shares of Common Stock, which we refer to herein as the “PIPE Blocker”. The PIPE Blocker may be raised or lowered to any percentage not in excess of 9.99 % at the option of the applicable holder of the Preferred 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. F- 36 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 9 — Convertible Redeemable Preferred Stock and Stockholders’ Equity (cont.) 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. F- 37 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 issuance. 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 of $ 0.74 . 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 On 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. F- 38 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 issuance. 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 capital. 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. F- 39 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 9 — Convertible Redeemable Preferred Stock and Stockholders’ Equity (cont.) October 2024 Securities Purchase Agreement and ELOC On October 2, 2024, the Company entered into a 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 date. 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” 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 Stock. Based on the terms of the Series C Redeemable Preferred Stock and the Company’s Certificate of Designation, and in accordance with ASC 480, the Series C Redeemable Preferred Stock is accounted for as mezzanine equity due to the contingent redemption feature upon any sale of common stock under the ELOC Purchase Agreement. The initial cash proceeds of $ 2,000,000 were allocated between the Series C Preferred Stock and derivative liability warrants, with the amount initially recorded in mezzanine equity based on the guidance in ASC 815 (i.e. the value of the derivative liability warrant is allocated its full fair value, and the residual is allocated to the Series C Redeemable Preferred Stock). The derivative liability warrants were measured at fair value at inception in the amount of $ 1,138,476 and the Series C Redeemable Preferred stock was measured at residual value of $ 861,524 . The Series C Redeemable Preferred Stock is subsequently measured at redemption value as they occur, with the difference between the basis per share of $ 246.22 and redemption value per share recorded as a deemed dividend in the statements of operations. During the year ended December 31, 2024, the Company received proceeds of $ 935,625 and recorded approximately $ 250,000 of shareholder receivable under the ELOC. 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. Common Stock As of December 31, 2025 and 2024 there were 1,560,153 and 138,422 shares of common stock issued, respectively, and 1,560,001 and 138,270 shares of common stock outstanding, respectively. Warrant Inducements: July 2024 Inducement On July 11, 2024, the Company entered into common 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 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 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. F- 40 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 transaction contemplated by the Inducement Letters upon unanimous written consent of the Board of Directors (the “Warrant Inducement”). The Company received aggregate net proceeds of approximately $ 0.9 million from the Warrant Inducement, after deducting placement agent fees and other offering expenses payable by the Company. 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 (the “Resale Registration Statement”) within 30 days after the date of the Inducement Letter and to use commercially reasonable efforts to cause such Resale Registration Statement to be declared effective by the SEC within 60 days following the date of the Inducement Letter (or within 90 days following the date of the Inducement Letter in the case of full review of the Resale Registration Statement by the SEC). The Company engaged H.C. Wainwright & Co., LLC (“Wainwright”) to act as its exclusive placement agent in connection with the transactions summarized herein and paid Wainwright a cash fee equal to 7.5 % of the gross proceeds received form 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. The Company 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 paid Wainwright for non-accountable expenses in the amount of $ 35,000 . The Company also issued to Wainwright or its designees warrants (the “Placement Agent Warrants”), and as such shares of common stock issuable thereunder, (the “Placement Agent Warrant Shares”) to purchase (i) 154 shares of common stock which have the same terms as the Inducement PIOs except for an exercise price equal to $ 637.50 per share and a term of five (5) years following the date of stockholder approval and (ii) upon any exercise for cash of the Inducement PIOs, 7.5 % of the aggregate exercise price and that number of shares of common stock equal to 7.0 % of the aggregate number of such shares of common stock underlying the Inducement PIOs that have not been exercised, which will have substantially the same terms as the Placement Agent Warrants. The Company evaluated the terms of the 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 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 $ 0.9 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 $ 1.9 million as an equity issuance cost. In addition, the change in fair value of the contingent warrant liability associated with 44 of the August 2022 Contingent Warrants and 88 of the August 2023 Contingent Warrants was decreased to $ 0 upon the agreement with Wainwright that all prior contingent warrants were no longer issuable or due upon the Warrant Inducement Transaction. The fair value of the contingent warrant liability of approximately $ 2,700 was derecognized as of the settlement date, with the corresponding amount, representing the fair value of the Wainwright Inducement Warrants, was recognized as additional paid-in capital. F- 41 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 9 — Convertible Redeemable Preferred Stock and Stockholders’ Equity (cont.) The Company evaluated the terms of the 461 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, 2025 and 2024 Treasury Stock On November 10, 2022, the Board approved a stock repurchase program (the “Repurchase Program”) to allow the Company to repurchase up to 125,000 shares of common stock with a maximum price of $ 1.00 per share, with discretion to management to make purchases subject to market conditions. On November 18, 2022, the Board approved an increase to the maximum price to $ 2.00 per share. There was no expiration date for this program and prices are not adjusted for the reverse stock split to comply with the program. There were no repurchases of common stock during the years ended December 31, 2025 and 2024. On November 13, 2024, the Board terminated the Repurchase Program. At the Market Offering Agreement Deferred offering costs associated with the ATM Agreement are reclassified to additional paid in capital on a pro-rata basis when the Company completes offerings under the ATM Agreement. Any remaining deferred costs will be expensed to the statements of operations should the planned offering be abandoned. 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. F- 42 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 9 — Convertible Redeemable Preferred Stock and Stockholders’ Equity (cont.) Warrants The following summarizes activity related to the Company’s outstanding warrants, excluding contingent warrants issuable upon exercise of the preferred investment options, for the years ended December 31, 2025 and 2024: Number of Shares WA Average Exercise Price WA Remaining Contractual Life (in years) Outstanding as of December 31, 2023 2,323 $ 5,712.00 4.30 Granted 15,509 390.15 — Exercised ( 4,014 ) 2,935.05 — Cancelled — — — Outstanding as of December 31, 2024 13,818 $ 568.38 2.92 Granted 6,388,057 3.86 — Exercised — — — Cancelled — — — Outstanding as of December 31, 2025 6,401,875 4.97 2.73 Warrants vested and exercisable as of December 31, 2025 6,401,875 $ 4.97 2.73 As of December 31, 2025, the Company had outstanding 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 $ 4.97 per share. Contingent Warrant Liabilities As of December 31, 2025, the fair value of contingent 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 The Company’s 2019 Equity Incentive Plan (the “2019 Plan”) was adopted by its board of directors and by its stockholders on July 1, 2019. On February 23, 2022 the Company’s board of directors adopted the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), which is the successor and continuation of the Company’s 2019 Plan. Under the 2022 Plan, the Company may grant stock options, restricted stock, restricted stock units, stock appreciation rights, and other forms of awards to employees, directors, and consultants of the Company. In May 2023, the number of shares of common stock reserved for issuance under the 2022 Plan was increased to 926 , and in September 2024, 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 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. F- 43 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 9 — Convertible Redeemable Preferred Stock and Stockholders’ Equity (cont.) 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, 2025 and 2024: Weighted Average Weighted Remaining Average Contractual Number of Exercise Life Shares Price (in years) Outstanding as of December 31, 2023 560 $ 5,542.00 8.4 Granted — — — Forfeited / cancelled ( 394 ) 2,409.75 — Exercised ( 4 ) 42.50 — Outstanding as of December 31, 2024 162 $ 13,258.74 7.9 Granted — — — Forfeited / cancelled ( 139 ) 14,582.00 — Exercised — — — Outstanding as of December 31, 2025 23 5,700.95 6.8 Options vested and exercisable as of December 31, 2025 20 $ 5,871.67 6.8 There were no stock options granted during the 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. F- 44 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 9 — Convertible Redeemable Preferred Stock and Stockholders’ Equity (cont.) Restricted Stock On May 9, 2023, the Board’s Compensation Committee approved the issuance of restricted stock, granted under the Company’s 2022 Plan, to the Company’s executive officers, employees, and certain of the Company’s consultants. 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: 50 % 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 7 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 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: Weighted Average Number of Grant Date Shares Fair Value Nonvested as of December 31, 2023 75 $ 3,502.00 Granted 8,236 35.70 Vested ( 8,097 ) 52.70 Forfeited ( 3 ) 3,479.05 Nonvested as of December 31, 2024 211 $ 522.75 Granted 2,492 2.99 Vested — — Forfeited ( 751 ) 119.50 Nonvested as of December 31, 2025 1,952 $ 14.31 Proteomedix Stock Option Plan Proteomedix sponsors a stock option plan (the “PMX Option Plan”) which provides common stock option grants to be granted to certain employees and consultants, as was determined by the board of directors of Proteomedix. 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 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 approved a two-year extension of 144 vested stock options that were set to expire in April 2024. The extended expiration date for these options is April 18, 2026 . The Company recorded approximately $ 18,000 of expense associated with this modification during 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, 2025 and 2024, there were no outstanding stock options. Stock-Based Compensation Stock-based compensation expense for the years ended December 31, 2025 and 2024 was as follows: For the Years Ended December 31, 2025 2024 Selling, general and administrative $ 74,267 $ 483,226 Research and development — ( 44,573 ) Total $ 74,267 $ 438,653 F- 45 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 10 — Commitments and Contingencies Office Lease Proteomedix leases office and lab space in Zurich Switzerland. 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 . 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 . The 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. Litigation From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. As of December 31, 2025, the Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. 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 In connection with private placements consummated in April 2022 and August 2022, the Company entered into Registration Rights Agreements with the purchasers. Upon the occurrence of any Event (as defined in each Registration Rights Agreement), which, among others, prohibits the purchasers from reselling the securities for more than ten consecutive calendar days or more than an aggregate of fifteen calendar days during any 12-month period, and should the registration statement cease to remain continuously effective, the Company would be obligated to pay to each purchaser, on each monthly anniversary of each such Event, an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0 % multiplied by the aggregate subscription amount paid by such purchaser in the private placements. 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 In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not been required to defend any action related to its indemnification obligations. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is not estimable at this time. F- 46 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 11 — Related Party Transactions 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, 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 Meier, PhD, as a member of the Company’s board of directors. Dr. Meier provides consulting services to Proteomedix, through a consulting agreement that was effective January 4, 2024. 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. Meier. 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 The components of loss before income taxes are as follows: For the Years Ended December 31, 2025 2024 U.S. $ ( 14,454,877 ) $ ( 58,988,309 ) Foreign 423,060 ( 747,894 ) Total loss before income taxes $ ( 14,031,817 ) $ ( 59,736,203 ) The Company’s major tax jurisdictions are the United States, Switzerland, and various state jurisdictions, and the Company does not have any pending tax audits. The income tax provision (benefit) recorded for the years ended December 31, 2025 and December 31, 2024 related to the Company’s deferred foreign taxes. 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 all years. F- 47 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 12 — Income Taxes (cont.) At December 31, 2025, the Company had a net operating loss (“NOL”) carryforward for federal, foreign, and state income tax purposes totaling approximately $ 55.2 million, $ 14.2 million, and $ 36.0 million, respectively, available to reduce future taxable income. The federal NOL and certain state NOLs of $ 25.1 million are carried forward indefinitely subject to a limitation of 80 % of taxable income. 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 possible adjustment by the Internal Revenue Service and state tax authorities. Under the Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss carryforwards and research credit carryforwards to offset taxable income and tax, respectively, may be limited based on cumulative changes in ownership. The Company has not completed an analysis to determine whether any such limitations have been triggered as of December 31, 2025. The amount of the annual limitation, if any, will be determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The tax effects of the temporary differences and carryforwards that give rise to deferred tax assets and liabilities consist of the following: As of December 31, 2025 2024 Deferred tax assets: Net-operating loss carryforward $ 15,628,885 $ 13,309,416 Intangibles 3,530,546 3,887,855 Capitalized research and development 214,455 1,001,916 Stock-based compensation 371,669 645,113 Deposit on WraSer APA 83,296 854,896 Accrued compensation — 55,193 License agreement 41,085 45,493 Other 251,723 667,065 Gross deferred tax assets 20,121,659 20,466,947 Valuation allowance ( 20,111,374 ) ( 20,441,833 ) Deferred tax assets, net of allowance $ 10,285 $ 25,114 Deferred tax liabilities: Intangible assets — — Fixed assets ( 701 ) ( 1,378 ) Other ( 9,584 ) ( 23,736 ) Total deferred tax liabilities $ ( 10,285 ) $ ( 25,114 ) Net deferred tax liability $ — $ — The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. The Company has recorded a valuation allowance against its United 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. F- 48 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 12 — Income Taxes (cont.) The provision for income taxes on earnings subject to income taxes differs from the statutory Federal rate at December 31, 2025 and 2024, due to the following: For the Years Ended December 31, 2025 2024 US federal statutory income tax rate $ ( 2,946,792 ) 21.00 % $ ( 12,488,416 ) 21.00 % Domestic state and local taxes, net of federal effect Income tax effect 362,123 ( 2.58 )% ( 339,155 ) 0.57 % State rate adjustment 117,931 ( 0.84 )% — 0.00 % Foreign tax effects: Switzerland Expiration of Swiss NOLs 578,270 ( 4.12 )% — 0.00 % Foreign rate differential 11,765 ( 0.08 )% 7,205 ( 0.01 )% Currency translation adjustment — 0.00 % 49,773 ( 0.08 )% Statutory to GAAP adjustments ( 253,552 ) 1.81 % — 0.00 % Change in Swiss valuation allowance ( 283,805 ) 2.02 % 710,982 ( 1.20 )% Tax credits: Research credits — 0.00 % ( 37,810 ) 0.06 % Nontaxable or nondeductible items: Goodwill impairment 2,417,520 ( 17.23 )% 6,792,870 ( 11.42 )% Stock compensation 57 0.00 % 29,088 ( 0.05 )% Warrant liability fair value adjustment ( 3,125,007 ) 22.27 % — 0.00 % Loss on extinguishment of debt 1,130,791 ( 8.06 )% — 0.00 % Loss on issuance of preferred stock 771,609 ( 5.50 )% — 0.00 % Acquisition related costs — 0.00 % 10,500 ( 0.02 )% Subscription agreement liability 466,281 ( 3.32 )% 684,390 ( 1.15 )% Other permanent items 41,211 ( 0.29 )% ( 244,395 ) 0.41 % Other adjustments Return to provision adjustments: WraSer deposit receivable write-off 769,517 ( 5.48 )% — 0.00 % Other return to provision adjustments ( 20,569 ) 0.15 % — 0.00 % Other, net 9,829 ( 0.07 )% ( 253,362 ) 0.43 % Change in domestic valuation allowance ( 46,654 ) 0.33 % 4,033,150 ( 6.78 )% Income tax provision (benefit) $ 525 0.01 % $ ( 1,045,180 ) 1.75 % Under U.S. GAAP, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, U.S. GAAP provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure, and transition. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: For the Years Ended December 31, 2025 2024 Beginning balance $ 26,462 $ 17,010 Decreases related to prior year tax positions ( 8,749 ) — Increases related to current year tax positions — 9,452 Ending balance $ 17,713 $ 26,462 At December 31, 2025 and 2024, the Company’s unrecognized tax benefits were $ 17,713 and $ 26,462 , respectively. Due to the existence of the valuation allowance, future changes in the Company’s unrecognized tax benefits will not impact the effective tax rate. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company’s policy is to recognize interest 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. F- 49 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 13 — Net Loss Per Share Basic net loss per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period. The weighted average number of shares of common stock outstanding includes pre-funded warrants because their exercise requires only nominal consideration for delivery of shares; it does not include any potentially dilutive securities or any unvested restricted shares of common stock. Certain restricted shares, although classified as issued and outstanding at December 31, 2025, are considered contingently returnable until the restrictions lapse and will not be included in the basic net loss per share calculation until the shares are vested. Unvested shares of the Company’s restricted stock do not contain non-forfeitable rights to dividends and dividend equivalents. The two-class method is used to determine earnings per share based on participation rights of participating securities in any undistributed earnings. Each share of preferred stock that includes rights to participate in distributed earnings is considered a participating security and the Company uses the two-class method to calculate net income available to the Company’s common stockholders per common share — basic and diluted. The following securities were excluded from the computation of diluted shares outstanding due to the losses incurred in the periods presented, as they would have had an anti-dilutive impact on the Company’s net loss: For the Years Ended December 31, 2025 2024 Options to purchase shares of common stock 23 161 Warrants 6,401,875 13,827 Unvested shares of restricted stock 1,952 211 Common stock issuable upon conversion of Series C Redeemable Preferred Stock 1,897 9,136 Common stock issuable upon conversion of Series D Redeemable Preferred Stock 4,424,080 — Common stock issuable upon conversion of Series E Redeemable Preferred Stock 2,025,223 — Total 12,855,050 23,335 Note 14 — Defined Benefit Plan Proteomedix sponsors a defined benefit pension plan (the “Swiss Plan”) covering certain eligible employees. The Swiss Plan provides retirement benefits based on years of 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 date. The following significant actuarial assumptions were used in calculating the benefit obligation and the net periodic benefit cost as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Discount rate 1.10 % 1.00 % Expected long-term rate of return on plan assets 1.10 % 1.00 % Rate of compensation increase 1.50 % 1.50 % Changes in these assumptions may have a material impact on the plan’s obligations and costs. The components of net periodic benefit cost for the years ended December 31, 2025 and 2024 are as follows: For the year ended December 31, 2025 For the year ended December 31, 2024 Service cost $ 56,867 $ 97,964 Interest cost 14,992 30,032 Expected return on plan assets ( 13,250 ) ( 23,343 ) Amortization of net gain ( 21,850 ) ( 15,346 ) Curtailment gain recognized ( 146,804 ) — Settlements gain ( 795,594 ) — Total $ ( 905,639 ) $ 89,307 During the years ended December 31, 2025 and 2024, Proteomedix made pension contributions of approximately $ 45,000 and $ 89,404 , respectively. F- 50 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 14 — Defined Benefit Plan (cont.) The components of change in pension benefit obligation plan for the years ended December 31, 2025 and 2024 are as follows: For the year ended December 31, 2025 For the year ended December 31, 2024 Net loss (gain) $ ( 227,818 ) $ ( 190,064 ) Prior service cost (credit) — ( 63,292 ) Amortization of prior service credit 3,607 — Amortization of net gain 18,243 15,346 Effect of curtailment 65,812 — Effect of settlement 795,594 — Total recorded during the period $ 655,438 $ ( 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 of the plan and the amounts recognized in the accompanying consolidated balance sheet are as follows: December 31, 2025 2024 Projected benefit obligation $ — $ 2,593,360 Fair value of plan assets — 2,312,481 Overfunded (underfunded) status $ — $ ( 280,879 ) A reconciliation of the beginning and ending balances of the accumulated benefit obligation is provided in the table below: As of December 31, 2024 $ 2,593,360 Service cost 56,868 Interest cost 14,992 Actuarial (gain) loss ( 516,774 ) Benefits paid ( 10,531 ) Ordinary contributions paid by employees 44,961 Settlements ( 2,095,733 ) Curtailments ( 87,143 ) Projected benefit obligation as of December 31, 2025 — Actuarial (gain)/loss due to assumption changes — Actuarial (gain)/loss due to plan experience — Accumulated benefit obligation as of December 31, 2025 $ — A reconciliation of the beginning and ending balances of the plan assets is provided in the table below: As of December 31, 2024 $ 2,312,481 Actual return on plan assets ( 296,139 ) Contributions paid by employer 44,961 Ordinary contributions paid by employees 44,961 Benefits paid ( 10,531 ) Settlements ( 2,095,733 ) As of December 31, 2025 $ — F- 51 ONCONETIX, INC. Notes to Consolidated Financial Statements Note 15 — Segment Information The Company conducts its business activities and reports financial results as one business segment. The presentation of financial results as one reportable segment is consistent with the way the Company operates its business and is consistent with the manner in which the Chief Operating Decision Maker ("CODM") evaluates performance and makes resource and operating decisions for the business. The Company’s CODM is the Chief Executive Officer . Furthermore, the Company notes that monitoring financial results as one reportable segment helps the CODM manage costs on a consolidated basis, consistent with the integrated nature of the operations. The CODM uses net loss, as reported on the Consolidated Statements of Operations and Comprehensive Loss, in evaluating performance of the Company and determining how to allocate resources of the Company as a whole. As the CODM evaluates performance on a consolidated basis, all required financial segment information is included in the consolidated financial statements. Geographic Information The distribution of revenue by geographical area was as follows: Years Ended December 31, 2025 2024 United States $ — $ 63,115 United Kingdom 18,781 23,842 Switzerland 796,590 2,437,159 Total $ 815,371 $ 2,524,116 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. The 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 statements. The Company will account for the transaction, if and when consummated, in the period in which the closing occurs. F- 52 ONCONETIX, INC. Notes to Consolidated Financial Statements 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, Inc. 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. F- 53 Exhibit No. Description 2.1 Share Exchange Agreement, dated February 11, 2026, by and among Onconetix, Inc., Realbotix, LLC, Realbotix Corp, and Simulacra Corporation (28) 3.1 Amended and Restated Certificate of Incorporation filed. (3) 3.2 Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation (11) 3.3 Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation. (19) 3.4 Fourth Amended and Restated Bylaws of the Company. (19) 3.5 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (12) 3.6 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (14) 3.7 Certificate of Amendment, dated June 11, 2025 (4) 3.8 Certificate of Designations authorizing the issuance of the Series C Preferred Stock (15) 3.9 Certificate of Correction to Certificate of Designations authorizing the issuance of the Series C Preferred Stock (6) 3.10 Certificate of Designation of Series D Preferred Stock. (7) 3.11 Certificate of Designation of Series E Preferred Stock (9) 4.1 Specimen Common Stock Certificate. (1) 4.2 Description of Registered Securities* 4.3 Form of Inducement PIO (10) 4.4 Form of Altos Warrants (14) 4.5 Form of Warrant (15) 4.7 Form of Warrant (Series C) (15) 4.8 Form of Warrant (Series D) (7) 4.9 Form of Warrant (Series E) (23) 4.10 Form of Warrant Waiver* 10.1 2019 Equity Incentive Plan. (1) 10.2 2022 Equity Incentive Plan. (8) 10.3 2019 Equity Incentive Plan Form of Stock Option Grant Agreement. (1) 10.4 2022 Equity Incentive Plan Form of Incentive Stock Option Agreement (Employee). (24) 10.5 2022 Equity Incentive Plan Form of Nonstatutory Stock Option Agreement (Consultant). (24) 10.6 2022 Equity Incentive Plan Form of Nonstatutory Stock Option Agreement (Non-Employee Director). (24) 10.7 2022 Equity Incentive Plan Form of Nonstatutory Stock Option Agreement (Employee). (24) 10.8 Form of Employment Agreement with Neil Campbell. (13) 10.9 Form of Employment Agreement with Bruce Harmon. (13) 10.10 Form of Employment Agreement with Ralph Schiess. (2) 10.11 Amendment to Employment Agreement, dated October 15, 2020, by and between Proteomedix and Ralph Schiess. (2) 10.12 Amendment to Employment Agreement by and between Proteomedix and Ralph Schiess. (2) 10.13 Form of Employment Agreement with Christian Brühlmann. (2) 10.14 Amendment to Employment Agreement, dated October 16, 2020, by and between Proteomedix and Christian Brühlmann. (2) 10.15 Amendment to Employment Agreement by and between Proteomedix and Christian Brühlmann. (2) 10.16 Form of Indemnification Agreement for Directors and Officers. (13) 10.17 Asset Purchase Agreement, dated April 19, 2023, between the Company and Veru Inc. (11) † 10.18 Amendment to Asset Purchase Agreement, dated September 29, 2023, between the Company and Veru Inc. (26) 10.19 Form of Non-Competition and Non-Solicitation Agreement, dated April 19, 2023. (11) 10.20 Form of Lock-Up Agreement, dated December 15, 2023, by and among the Company and certain stockholders of Proteomedix. (19) 113 10.21 Form of Non-Competition and Non-Solicitation Agreement, dated December 15, 2023, by and among the Company and certain stockholders of Proteomedix. (19) 10.22 Form of Stockholder Support Agreement, dated December 15, 2023, by and among the Company, Proteomedix, and certain stockholders of Proteomedix. (19) 10.23 Form of Subscription Agreement, dated December 15, 2023, by and among the Company, Proteomedix, and the Investor. (19) 10.24 Note, dated February 12, 2025 (16) 10.25 Note, dated May 16, 2025 (17) 10.26 Note, dated June 5, 2025 (4) 10.27 Form of Lock-Up Agreement, dated July 16, 2025, by and among the Company and the holders thereto (18) 10.28 Form of Company Support Agreement, dated July 16, 2025, by and among the Company, Ocuvex and certain Ocuvex stockholders (18) 10.29 Form of Termination Agreement effective as of September 24, 2025, by and between the Company and Ocuvex Therapeutics, Inc. (7) 10.30 Form of Conversion Price Reduction Consent (18) 10.31 Promissory Note, dated August 6, 2025, by and between Keystone Capital Partners, LLC and the Company (20) 10.32 Amended and Restated Promissory Note, dated August 7, 2025, by and between Veru, Inc. and the Company (20) 10.33 Settlement Agreement and Release, dated September 22, 2025, by and between the Company and Veru, Inc. (7) 10.34 Promissory Note, dated August 28, 2025, by and between Keystone Capital Partners, LLC and the Company (21) 10.35 Promissory Note, dated August 28, 2025, by and between KCP Fund I, LLC and the Company (21) 10.36 Second Amended and Restated Promissory Note, dated August 28, 2025, by and between Veru, Inc. and the Company (21) 10.37 Waiver, dated August 28, 2025, by and between Veru, Inc. and the Company (21) 10.38 License Agreement, dated September 17, 2025, by and between Immunovia AB and Proteomedix AG (22) 10.39 Form of Securities Purchase Agreement dated September 22, 2025 relating to the sale of the Series D Preferred Stock and Warrants (7) 10.40 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) 10.41 Form of Securities Purchase Agreement dated October 1, 2025 relating to the sale of the Series E Preferred Stock and Warrants (23) 10.42 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) 10.43 Master Research Services Agreement, dated October 1, 2022, by and between Proteomedix AG and Immunovia, AB (5) 10.44 Collaboration Agreement, dated July 19, 2021, by and between Proteomedix AG and New Horizon Health Limited (5) 10.45 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) 10.46 Form of Inducement Letter (10) 10.47 License Agreement, dated March 27, 2023, between Proteomedix and Laboratory Corporation of America Holdings. (2) †# 10.48 First Amendment to License Agreement between Proteomedix AG and Laboratory Corporation of America Holdings, dated December 6, 2025# (27) 10.49 License Agreement, dated September 17, 2025, by and between Immunovia AB and Proteomedix AG ( 22) 14 Code of Ethics. (25) 19 Insider Trading Policy, adopted August 7, 2023 (2) 21 List of Subsidiaries.* 23.1 Consent of Malone Bailey* 31.1 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.* 32.1 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.** 97 Policy Related to Recovery of Erroneously Awarded Compensation, adopted January 17, 2024. (2) 101.INS* XBRL Instance Document.* 101.SCH* XBRL Taxonomy Schema Linkbase Document.* 101.CAL* XBRL Taxonomy Calculation Linkbase Document.* 101.DEF* XBRL Taxonomy Definition Linkbase Document.* 101.LAB* XBRL Taxonomy Labels Linkbase Document.* 101.PRE* XBRL Taxonomy Presentation Linkbase Document.* 104* Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101). * Filed herewith. ** Furnished herewith. 114 † 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 24, 2024. (15) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on October 3, 2024. (16) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 18, 2025. (17) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 22, 2025. (18) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on July 16, 2025. (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 10, 2025. (28) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 12, 2026. Item 16. Form 10-K Summary. We have elected not to include a summary pursuant to this Item 16. 115 SIGNATURES 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. Date: March 13, 2026 By: /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. Signature Title /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 Director Thomas Meier /s/ Timothy Ramdeen Director Timothy Ramdeen /s/ Sarah Romano Director Sarah Romano 116