Onconetix Inc

The proposal asks stockholders to approve the issuance of up to 154,856,150 shares of Common Stock upon conversion of Series F Preferred Stock sold in a private placement. The approval is being sought under Nasdaq Listing Rule 5635(d), which generally requires stockholder approval when a non-public transaction could result in issuance of at least 20% of pre-transaction shares or voting power below the Nasdaq minimum price. The Series F Preferred Stock was already issued, so the vote does not approve the financing agreement or its consummation. Instead, it would remove the Nasdaq-related issuance limitation applicable to conversions of the preferred stock. The maximum share figure is calculated using the $0.19534 floor price under the Series F Certificate of Designations. Without approval, the preferred stock could not be converted at certain adjusted conversion prices below that floor, potentially limiting the investor’s conversion rights. Management warns that this could impair future equity or debt financing, constrain operating liquidity, and threaten execution of the Company’s business strategy. The preferred stock also carries variable conversion mechanics and other protective rights, making the approval significant for potential dilution and capital structure. The Board unanimously recommends voting FOR because it believes approval is necessary to preserve financing flexibility and support the Company’s ongoing business needs.

The proposal would authorize, but not require, the Board to implement one additional reverse stock split of the outstanding Common Stock. The permitted ratio would range from 1-for-2 to 1-for-15, with the Board selecting the exact ratio in its sole discretion. The authority would expire if unused by the one-year anniversary of the Special Meeting, and the Board could abandon the transaction before effectiveness. Management’s primary stated objective is to increase the per-share trading price and preserve flexibility regarding Nasdaq’s bid-price and other continued-listing requirements. The Company previously implemented 1-for-5 and 1-for-10 reverse splits in March and May 2026, while retaining separate existing authority under an earlier stockholder authorization. The requested authority is supplemental and would give the Board another independent tool amid potential dilution from the Series F financing, an equity line, and the proposed Realbotix transaction. Management also cites possible benefits for capital raising, institutional investor access, analyst coverage, marketability, and liquidity. The filing cautions that a reverse split may instead reduce liquidity, create odd lots, depress market capitalization, or fail to produce a sustained price increase. The Board unanimously recommends voting FOR because it views the flexibility as prudent for maintaining or regaining Nasdaq compliance and facilitating financing, while acknowledging that implementation is discretionary and not assured.

The proposal asks stockholders to authorize adjournment of the Special Meeting if additional time is needed to obtain votes. The stated trigger is insufficient support for either the Series F PIPE Proposal or the Reverse Stock Split Proposal at the time of the meeting. Adjournment could permit management to continue soliciting proxies before the meeting reconvenes. It is a procedural proposal and does not itself approve the financing share issuance or reverse stock split. The proposal may be voted on whether or not a quorum is present, although the filing separately describes the presiding officer’s authority to adjourn in certain circumstances. The Company expects the matter to be treated as routine for broker-voting purposes. Approval requires a majority of the votes cast by stockholders present or represented by proxy and entitled to vote. Abstentions and failures to vote are stated to have no effect on the outcome, assuming a quorum. The Board unanimously recommends voting FOR because adjournment could improve the Company’s ability to secure approval of the two substantive proposals. If approved, the authority would function as a mechanism for additional solicitation rather than as an independent change to the Company’s capital structure.