Onconetix Inc

This management proposal asks shareholders to authorize the Board to amend the Company’s Certificate of Incorporation to permit one or more reverse stock splits of outstanding common stock at a ratio the Board may select within a 1-for-2 to 1-for-10 range, provided aggregate splits do not exceed 1-for-100 and any split is completed within one year. Management is seeking this discretionary authority primarily to provide a tool to maintain or regain compliance with Nasdaq’s minimum bid price listing standards and to preserve the Company’s Nasdaq listing status. The company’s filing discloses a recent history with Nasdaq: prior notices for bid-price noncompliance, attendance at a Nasdaq Hearings Panel, previous reverse splits (1-for-85 and a 1-for-5 implemented in 2025 and 2026) and that the company is currently under a Mandatory Panel Monitor through July 7, 2026. The Board argues that having a range and discretion allows it to choose the ratio that best balances potential benefits (higher per-share price, improved market perception, broader institutional investor access, and capital-raising flexibility) against downsides (reduced outstanding share count, potential odd-lot issues, and negative market perception). The filing acknowledges risks: reverse splits may not sustain a higher market price, could reduce liquidity and market capitalization, and create fractional-share cash-outs with associated costs. The Board reserves the right to abandon any proposed split if it determines it is not in shareholders’ best interests, and it will consider factors such as trading price and volume, listing considerations, costs, and market conditions when deciding whether and when to act. The Board unanimously recommends a “FOR” vote, arguing that failure to grant this authority could inhibit capital raising and increase the risk of delisting, while approval gives management a flexible tool to respond to future listing-price challenges. Given the company’s recent Nasdaq interactions, prior splits, and the narrow remaining float, shareholders should weigh the immediate benefit of preserving Nasdaq eligibility against the potential for diluted market interest and the possibility that a split will not achieve a lasting price improvement.

This management proposal requests authorization for the proxies to vote to adjourn the Special Meeting if, at the time of the meeting, there are insufficient votes to approve the Reverse Stock Split Proposal. Management seeks this authority as a procedural protection to permit additional solicitation of proxies and to avoid the need to reconvene an entirely new meeting if the reverse split fails to obtain the required majority of votes at the scheduled meeting. The company frames this proposal as routine but explains that without it the Board may lack the procedural flexibility to continue solicitation efforts and secure approval for the reverse split, which management considers important given Nasdaq-related risks. If approved, the adjournment could be short-term and limited to permitting further outreach to holders, or longer depending on the Board’s assessment of the likelihood of achieving the necessary votes. The Board unanimously recommends voting “FOR” this proposal as complementary to Proposal 1; it notes that failure to approve adjournment could effectively prevent the Board from securing approval of the reverse split even where shareholder support might be obtained with minimal additional solicitation. From a governance perspective, this proposal raises few substantive policy issues by itself but materially impacts the practical prospects for the primary reverse-split proposal by giving management time to solicit additional support. Investors should consider the adjournment proposal in the context of Proposal 1: approving it increases the likelihood that the Board’s requested authority to effect reverse splits can be obtained even if initial votes are insufficient.