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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): February 24, 2025
Onconetix, Inc.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-41294 |
|
83-2262816 |
(State or other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
201 E. Fifth Street, Suite 1900 Cincinnati, Ohio |
|
45202 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (513) 620-4101
(Former name or former
address, if changed since last report.)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
Common Stock, par value $0.00001 per share |
|
ONCO |
|
The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry Into a Material Definitive Agreement
The information set forth
in Item 5.02 below regarding the Consulting Agreement (as defined below) is incorporated by reference in this Item 1.01.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Management Changes
On February 24, 2025, Dr.
Ralph Schiess resigned from his positions as the Interim Chief Executive Officer and Chief Science Officer of Onconetix, Inc. (the “Company”),
effective immediately, and from his position as Chief Executive Officer of Proteomedix AG, effective May 31, 2025.
On February 24, 2025, the
Company’s Board of Directors (the “Board”) appointed James Sapirstein, 63, an existing member of the Board, as Executive
Chairman.
Mr. Sapirstein, one of the
Company’s directors since February 2022 and its Lead Independent Director from October 2023 until his appointment as Executive Chairman,
has over 35 years of experience leading, founding, growing, and selling healthcare companies, specifically in the pharmaceutical space.
Mr. Sapirstein is currently the President, CEO and Chairman of Entero Therapeutics, Inc. (Nasdaq: ENTO), where he has been since October
2019. His career began in sales at Eli Lilly, eventually rising to Director of International Marketing at Bristol Myers Squibb from July
1996 to June 2000, and later led the launch of Viread (tenofovir) at Gilead Sciences, Inc. (Nasdaq: GILD), where he served as Global Marketing
Lead from June 2020 to June 2002. From November 2006 to January 2011, he served as founding CEO of Tobira Therapeutics (Nasdaq: TBRA),
then a private company, and later acquired by Allergan (NYSE: AGN). Since then, he has served as CEO of Alliqua Biomedical (Nasdaq: ALQA)
from September 2012 to February 2014 and CEO of Contravir Pharmaceuticals (Nasdaq: CTRV) from March 2014 to October 2018. He has been
part of almost two dozen drug product launches and specifically either led or has been a key member of several HIV product launches into
different new classes of therapeutics at the time. Additionally, Mr. Sapirstein has held board positions on ZyVersa Therapeutics, Inc.
(Nasdaq: ZVSA) since January 2023 and Enochian Biosciences (Nasdaq: ENOB) since April 2018. He previously served as a director of Marizyme,
Inc. (OTCMKTS:MRZM) (Executive Chairman) from December 2018 to June 2021, Leading Biosciences from 2016 to 2021, BioNJ, an association
of biopharma industries in New Jersey, from February 2017 to February 2019, RespireRX (OTCBB:RSPI) from April 2014 to January 2020, NanoViricides
Inc. (NYSE: NNVC) from November 2018 to January 2020, and Blue Water Acquisition Corp. from December 2020 until its business combination
with Clarus Therapeutics, Inc. in September 2021. He is also a Board Director for BIO, the leading Biopharma Industries Organization promoting
public policy and networking in the healthcare space, where he sits on both the Health Section and Emerging Companies Section Governing
Boards. Mr. Sapirstein received a B.S. in Pharmacy from Rutgers University and his MBA from Fairleigh Dickinson University.
In
connection with Mr. Sapirstein’s appointment as Executive Chairman, the Company and Mr. Sapirstein entered into a consulting agreement
(the “Consulting Agreement”), pursuant to which Mr. Sapirstein will be compensated on an hourly basis at a rate of $400 per
hour for up to twenty hours per week. Mr. Sapirstein shall submit itemized monthly invoices to the Chairman of the Compensation Committee
on the first day of each month, in a form acceptable to the Company, detailing the hours worked and a description of the services provided.
These fees will accrue until the Compensation Committee determines that the Company has received adequate capital to cover such expenses.
The Company shall pay Mr. Sapirstein any accrued and unpaid amounts indicated on the invoices within thirty (30) days of this determination.
For clarity, if the Company does not receive sufficient capital, no payments will be owed to Mr. Sapirstein under this agreement. The
foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by the terms of the
Consulting Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Mr.
Sapirstein has no family relationships with any of Onconetix’s directors or executive officers, and he is not a party to, and does
not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There
are no arrangements or understandings between Mr. Sapirstein and any other persons pursuant to which he was selected as an officer.
New Director
On
February 24, 2025, the Board approved an increase to the Board’s size from five to six members and appointed Andrew Oakley, 62,
to fill the new Board seat as a Class II director (with a term expiring at the Company’s 2026 annual meeting of stockholders), effective
immediately.
Mr. Oakley 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.
For
his service on the Board, Mr. Oakley will receive compensation consistent with that of other non-employee directors.
Mr.
Oakley has no family relationships with any of Onconetix’s directors or executive officers,
and he is not a party to, and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item
404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Oakley and any other persons pursuant to which he was
selected as a director.
Committee
Changes
In
connection with Mr. Sapirstein’s appointment as Executive Chairman, Mr. Sapirstein resigned from all of his positions on
the Board’s Audit, Compensation and Nominating and Governance Committees. Mr. Oakley was appointed
to the Audit Committee, and incumbent director Thomas Meier was appointed as Chairman of the Compensation Committee.
Item 5.08. Shareholder
Director Nominations
On
February 24, 2025, the Board approved a date of June 4, 2025 for the Company’s 2025 annual meeting of stockholders (the “2025
Annual Meeting”). Because the date of the 2025 Annual Meeting has advanced by more than 30 days from the anniversary date of the
2024 annual meeting of stockholders (the “2024 Annual Meeting”), in accordance with Rule 14a−5(f) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the Company is informing stockholders of such change. The record date,
time and location of the 2025 Annual Meeting will be as set forth in the Company’s proxy statement for the 2025 Annual Meeting.
Because
the date of the 2025 Annual Meeting has been changed by more than 30 days from the anniversary of the 2024 Annual Meeting of Shareholders,
a new deadline has been set for submission of proposals by stockholders intended to be included in the Company’s 2025 proxy statement
and form of proxy. Proposals to be included in the Company’s proxy statement for the 2025 Annual Meeting in accordance with Rule
14a-8 under the Exchange Act must be received by the Company no later than the close of business on March 6, 2025. Shareholders must deliver
the proposals or nominations to the Company’s principal executive offices at the following address: Onconetix, Inc., Attention:
Corporate Secretary, 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 45202.
Item 9.01. Financial Statements and Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Onconetix, Inc. |
|
|
Date: February 28, 2025 |
By: |
/s/ Karina M. Fedasz |
|
Name: |
Karina M. Fedasz |
|
Title: |
Interim Chief Financial Officer |
Exhibit 99.1
Onconetix, Inc.
Consulting Agreement
This Consulting Agreement (the “Agreement”),
shall be effective as of February 28, 2025 (the “Effective Date”), and is entered into by Onconetix, Inc., with a business
address at 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 45202 (the “Company”), and James Sapirstein (the “Consultant”).
Witnesseth:
WHEREAS, the Consultant
has extensive knowledge and experience in the field of executive management;
WHEREAS, the Company
desires to have the benefit of the Consultant’s knowledge and experience, and the Consultant desires to provide services to the
Company, all as hereinafter provide in this Agreement;
NOW, THEREFORE, in
consideration of the promises and mutual agreements hereinafter set forth, effective the date hereof, the Company and the Consultant hereby
agree as follows:
1. Consulting.
The Company shall retain the Consultant and the Consultant shall serve the Company as its Executive Chairman upon the terms and conditions
hereinafter set forth. In serving the Company as a Consultant, the Consultant is acting in his/her individual capacity and not as an employee
or representative of any other entity or organization with which Consultant may be otherwise affiliated.
2. Term.
Subject to the terms and conditions hereinafter set forth, the term of the Consultant’s arrangement and service (hereinafter referred
to as the “Consulting Period”) shall commence on the Effective Date of this Agreement and shall continue for a period of one
year, subject to earlier termination as provided herein. This Agreement may be renewed by mutual consent of both parties provided such
consent be memorialized in writing.
3. Consultant
Duties.
(a) During
the Consulting Period, the Consultant shall serve and shall render to the Company or to the Company’s designee such services in
the Consultant’s field of expertise (the “Services”) and at such times and places as the Company may from time to time
request. More specifically, Consultant shall serve as the Company’s Executive Chairman. In that role, Consultant shall: (i) oversee
the board’s agenda, and decision-making processes;(ii) provide strategic direction; (iii) ensure the Company’s compliance with regulations
and ethical standards; (iv) communicate with shareholders and other stakeholders about the Company’s performance and policies; (v) ensure
the Company’s risk management processes are effective; and (vi) oversee the Company’s financial performance and ensure compliance with
reporting requirements
(b) All
work to be performed by the Consultant for the Company shall be under the general supervision of the Company’s Board of Directors
(the “Board”). Notwithstanding the foregoing, nothing in this Agreement shall be construed as creating an employer-employee
relationship between Consultant and the Company.
(c) The
Consultant shall devote his/her reasonable best efforts and ability to the performance of the duties attached to this obligation. All
work to be performed by the Consultant for the Company shall be at times reasonably convenient to the Consultant, and nothing contained
herein shall interfere with the Consultant’s duties and responsibilities to any employer that Consultant may from time to time have,
or any teaching and administrative responsibilities that the Consultant may have.
4. Compensation.
As compensation for the Consultant’s services hereunder, the Company shall pay Consultant, during the Consulting Period, as follows:
(a) The Company will
compensate the Consultant on an hourly basis at a rate of $400 per hour for Services for up to twenty hours per week. The Consultant
shall submit to the Chairman of the Compensation Committee, on the first day of each month, itemized monthly invoices in a form satisfactory
to the Company, detailing hours worked with a description of the Services performed. All such fees shall accrue until such time that
the Compensation Committee has determined that the Company has received sufficient capital to support such expenses. The Company shall
pay to the Consultant any accrued and unpaid amounts shown on such invoices within thirty (30) days after such determination. For the
avoidance of doubt, if the Company does not receive sufficient capital, nothing shall be owed to Consultant pursuant to this agreement.
(b) The
Company shall reimburse the Consultant for all reasonable and necessary expenses incurred or paid by the Consultant in connection with,
or related to, the performance of his/her services under this Agreement. The Consultant shall submit to the Company, on the first of each
month, itemized monthly statements, in a form satisfactory to the Company, of such expenses incurred in the previous month. The Company
shall pay to the Consultant amounts shown on each such statement within thirty (30) days after receipt thereof.
(c) The
Consultant shall not be entitled to any benefits, coverages or privileges, including, without limitation, social security, unemployment,
medical or pension payments, made available to employees of the Company. The Consultant acknowledges that the Company will not withhold
taxes on any amounts paid to him hereunder and that Consultant is responsible for all tax withholding, social security, unemployment insurance
and other similar payments.
5. Termination.
The Company may, without prejudice to any right or remedy it may have due to any failure of the Consultant to perform his/her obligations
under this Agreement, terminate the Consulting Period upon ten (10) days’ prior written notice to the Consultant. The Consultant
may, without prejudice to any right or remedy he may have due to any failure of the Company to perform its obligations under this Agreement,
terminate this Agreement and the Consulting Period upon ten (10) days’ prior written notice to the Company. In the event of an early
termination of this Agreement, the Consultant shall be entitled to payment for services performed and expenses paid or incurred prior
to the effective date of termination, subject to the limitation on reimbursement of expenses set forth in Section 4. Notwithstanding the
foregoing, the Company may terminate the Consulting Period, effective immediately, upon removal of Consultant from the Company’s
board of directors for any reason, and upon receipt of written notice, if the Consultant breaches or threatens to breach any provision
of Sections 6, 7, 8 or 10.
6. Cooperation.
In the performance of his/her obligations under this Agreement, the Consultant shall use his/her reasonable best efforts, shall reasonably
cooperate with the Company’s personnel, shall not interfere with the conduct of the Company’s business, and shall observe
all rules, regulations and security requirements of the Company concerning the safety of persons and property. The Company shall provide
such access to its information and property as may be reasonably required in order to permit the Consultant to perform his/her obligations
hereunder.
7. Confidential
Information. During the period of the Consultant’s service and at all times thereafter, the Consultant will hold in the strictest
confidence, and will not use (except for the benefit of the Company, or any of the Company’s other subsidiaries or affiliates) or
disclose to any person, firm, or corporation any Company Confidential Information except as necessary in carrying out his/her duties.
For purposes of this Agreement, “Company Confidential Information” means any non-public information that relates to
the actual or anticipated business, research or development of the Company, or subsidiaries or affiliates (collectively, for the purposes
of this section, the “Company”), or to the Company’s technical data, trade secrets, or know-how, including, but
not limited to, research, product plans, or other information regarding the Company’s products or services and markets therefor,
customer lists and customers (including, but not limited to, customers of the Company on which the Consultant called or with which the
Consultant may become acquainted during the term of his/her service), software, developments, inventions, processes, formulas, technology,
designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information; provided, however,
Company Confidential Information does not include any of the foregoing items to the extent the same have become publicly known and made
generally available through no wrongful act of the Consultant or, to the extent known by the Consultant, of others.
Notwithstanding the foregoing,
the Consultant may disclose any information or materials that the Consultant is legally compelled to disclose by court order or other
judicial, regulatory or administrative process: provided, however, that, unless prohibited by law from so doing, the Consultant shall:
(A) promptly (and prior to any disclosure) notify the Company that the Consultant is being legally compelled to disclose such information
or materials so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of
this Section 7; (B) cooperate with the Company, to the extent legally possible, regarding any action which the Company may decide to take
to challenge legally the requirement to disclose or the extent or manner of any such disclosure; and (C) if such protective order or other
remedy is not obtained, or if the Company waives compliance with the provisions hereof, furnish only that portion of the confidential
information which the Consultant, acting reasonably and in good faith, understands to be legally required.
8. Proprietary
Information; Assets. All information, materials, notebooks, strategies, know how, processes, formulae, data, discoveries, inventions,
trademarks, copyrights, derivative works, developments, designs, techniques, new products, trade secrets, marketing techniques, contracts,
customer and supplier lists, financial information, files (paper and/or electronic), and computer or other records that are created, generated,
developed or conceived by the Consultant, either alone or jointly with others, in the course of, or arising out of, the Consultant’s
service or resulting from the Consultant’s use of equipment, facilities or technology owned, leased or licensed by the Company (collectively,
the “Assets”) shall at all times be and remain the sole and exclusive property of the Company. The Consultant hereby assigns
to the Company his/her entire right, title and interest in to any such Assets and, upon the Company’s request, shall promptly execute
a specific assignment of the title of said Assets to the Company and do anything else reasonably necessary to enable the Company to secure
and enforce patents, copyrights, trademarks, trade secrets and other rights in said Assets; provided, however, that the Company shall
reimburse the Consultant for any expenses incurred by the Consultant in connection therewith. If for any reason the Company is unable,
after reasonable effort, to secure the Consultant’s signature on any document or documents needed to obtain and enforce the Company’s
rights in any of said Assets, the Consultant hereby designates and appoints the Company and its duly authorized officers and agents as
the Consultant’s agent and attorney-in-fact to act for the Consultant and on his/her behalf to execute any such documents with the
same legal force and effect as if executed by the Consultant. Said appointment of the Company as the Consultant’s agent and attorney-
in-fact shall be irrevocable.
Upon termination of the Consultant’s
service, the Consultant will promptly deliver to the Company, and will not keep in his/her possession, recreate, or deliver to anyone
else, any and all Company property, including, but not limited to, Company Confidential Information, as well as all devices and equipment
belonging to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), Company
credit cards, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings, blueprints,
sketches, materials, photographs, charts, any other documents and property, and reproductions of any and all of the aforementioned items
that were developed by the Consultant pursuant to his/her service, obtained by the Consultant in connection with his/her service, or otherwise
belonging to the Company, its successors, or assigns. The Consultant also consents to an exit interview to confirm his/her compliance
with this Section 8, if requested by the Company.
9. Acceptance
of Gifts. The Consultant will not accept, nor will the Consultant knowingly allow others to accept for him: commissions, gifts, payments,
entertainment, service, loans or promises of future benefits from a supplier or customer of Company or from anyone soliciting business
with Company, except for gifts of nominal value or entertainment, meals and social invitations which are in accordance with good business
practices and do not violate the norms of good business ethics.
10. Business
Opportunity and Personal Conduct. The Consultant agrees that the Consultant shall not take advantage of, use, acquire, or usurp any
business opportunities of which he may be made aware during his/her service if such opportunity is of a character that the Company might
reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. All such business opportunities
shall be for the sole benefit of the Company and Consultant may not pursue such business opportunities for anyone other than the Company,
unless the Company expressly consents in writing or until one (1) year after the Consultant’s service is terminated.
11. Injunctive
Relief. The Consultant acknowledges and agrees that any breach by the Consultant of the covenants and agreements set forth in this
Agreement may cause irreparable injury to the Company for which there is not an adequate remedy at law. Accordingly, the Consultant expressly
agrees that, in the event of any such breach or any threatened by the Consultant hereunder, the Company shall be entitled, in addition
to any other remedies available to it, to seek and obtain injunctive or other equitable relief to prevent a breach of the provisions of
this Agreement.
12. Survival.
The provisions of Sections 7, 8, 9, 10, and 11 shall survive termination of the Consultant’s services except in the event that the
Company terminates this Agreement prior to the completion of the Consulting Period without cause. The provisions of Sections 7 and 8,
of this Agreement shall survive termination of the Consultant’s service for any reason.
13. No
Conflict of Interest. The Consultant represents and warrants to the Company that the Consultant currently has no agreement with, nor
conflicting interests, nor any other obligation to, any third party that would conflict with the terms of this Agreement and the business
of the Company and in the areas of focus of Company’s intellectual property portfolio, nor shall the Consultant, during the Consulting
Period, enter into any such agreement nor incur such an obligation, without the prior written consent of the Company. The Consultant further
represents that the performance of its Services will not breach any agreement or obligation with any third party, including without limitation
any obligation to refrain from engaging in activities that may compete with such party.
14. Notices.
All notices required or permitted under this Agreement shall be in writing and shall be deemed effective (a) upon personal delivery, (b)
upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address
shown above, or at such other address or addresses as either party may from time to time designate , or (c) the following business day
after it is sent via email to the email address used for communication or by a nationally recognized overnight courier service, addressed
to the other party at the address shown above, or at such other address or addresses as either party may from time to time designate.
15. Entire
Agreement. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes
and replaces all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof
and any and all such prior agreements, arrangements and communications shall be deemed terminated.
16. Amendment.
This Agreement may be amended or modified only by a written instrument executed by the Company and the Consultant.
17. Successors
and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns,
including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided,
however, that the obligations of the Consultant are personal and shall not be assigned by him.
18. Independent Contractor
Status. The Consultant shall perform all Services under this Agreement as an “independent contractor” and not as an
employee or agent of the Company. The Consultant is not authorized to assume or create any obligation or responsibility, express or implied,
on behalf of, or in the name of, the Company or to bind the Company in any manner.
19. Publicity.
The Company shall, with prior written approval by Consultant, which may not be unreasonably withheld, have the right (i) disclose the
Consultant’s service to the Company; (ii) to use the name, biography, and picture or likeness of Consultant on the Company’s
website, marketing and advertising materials; and (iii) to disclose this Agreement or the terms thereof, in any applicable public filings,
as may be required.
20. Miscellaneous.
(a) No
delay or omission by the parties to this Agreement in exercising any right under this Agreement shall operate as a waiver of that or any
other right. A waiver or consent given by any party to this Agreement on any one occasion shall be effective only in that instance and
shall not be construed as a bar or waiver of any right on any other occasion.
(b) The
captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance
of any section of this Agreement.
(c) In
the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability
of the remaining provisions shall in no way be affected or impaired thereby.
(d) This
Agreement, and any amendments hereto, shall be governed by and construed in accordance with the laws of the state of Delaware.
(Signature page follows)
IN WITNESS WHEREOF, the Consultant and
the Company have each signed this Agreement on the dates set forth below.
CONSULTANT |
|
ONCONETIX, INC. |
|
|
|
|
|
By: |
|
James Sapirstein |
|
Name: |
Karina Fedasz |
|
|
Title: |
Interim Chief Financial Officer |
|
|
|
Date: |
|
|
Date: |
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