SCHEDULE: Altos Venture AG Boosts Onconetix Stake to 35.8% Following Make-Whole Share Issuance

Altos Venture AG significantly increased its beneficial ownership in Onconetix, Inc. to 35.8% of outstanding common stock after receiving 241,514 additional shares under a 'make-whole' provision.

Summary

• Altos Venture AG, a Swiss venture capital firm, now beneficially owns 273,230 shares of Onconetix, Inc. Common Stock, representing approximately 35.8% of the outstanding shares as of July 14, 2025.
• This increased ownership follows a series of transactions initiated in December 2023, including the acquisition of Proteomedix AG by Onconetix, where Altos Venture AG was a Proteomedix shareholder.
• As part of the Proteomedix acquisition, Altos Venture AG received 324 shares of Common Stock and 800,358 shares of Convertible Preferred Stock, which later converted into approximately 79,315 Common Stock shares.
• Concurrently, Altos Venture AG entered into a Subscription Agreement for a $5.0 million private placement of Units in Onconetix, funded by a $5.0 million non-convertible debenture purchased in January 2024.
• The debenture, initially due June 30, 2024, was extended to October 31, 2024, and its principal and $134,246.58 in accrued interest were used to offset the $5,134,246.58 purchase price for the Units.
• On September 24, 2024, following stockholder approval and a 1-for-40 reverse stock split, the Convertible Preferred Stock converted, the Subscription Agreement closed, and Altos Venture AG exercised warrants for $6,161.00 cash, resulting in an immediate ownership of 31,716 Common Stock shares.
• On June 13, 2025, Onconetix effected a 1-for-85 reverse stock split.
• On July 14, 2025, Onconetix issued an additional 241,514 Common Stock shares to Altos Venture AG without further consideration, triggered by a 'make-whole' provision in the Subscription Agreement, indicating the Issuer's volume-weighted average price fell below the initial purchase price.

Sentiment

Score: 4

Explanation: The significant increase in ownership by a venture capital firm is generally positive, indicating confidence. However, the activation of the 'make-whole' provision due to the stock price falling below the purchase price is a clear negative signal regarding the company's recent market performance. The overall sentiment is slightly negative due to the price underperformance implied by the make-whole clause, despite the investor's continued commitment.

Positives

• Altos Venture AG's investment in Onconetix, including the initial share exchange and subsequent private placement, demonstrates a significant commitment to the Issuer's business and prospects.
• The 'make-whole' provision protected Altos Venture AG's investment value by issuing additional shares, increasing their ownership percentage without further cash outlay.
• The successful completion of the share exchange and private placement transactions, following stockholder approval, indicates progress in Onconetix's corporate actions.

Negatives

• The activation of the 'make-whole' provision, which resulted in the issuance of 241,514 additional shares to Altos Venture AG, indicates that Onconetix's stock price (Issuer VWAP) fell below the initial $10.00 per Unit purchase price during the 270-day period following the Subscription Agreement closing. This suggests underperformance of the stock.

Risks

• The 'make-whole' provision's activation highlights the risk of stock price volatility and potential dilution for existing shareholders if the Issuer's stock price underperforms, triggering further share issuances to certain investors.
• The reporting person reserves the right to dispose of all or a portion of its securities, which could lead to significant selling pressure given its substantial ownership stake of 35.8%.
• Future reverse stock splits could occur, which can sometimes be a sign of a company struggling to maintain a certain share price or meet listing requirements.

Future Outlook

Altos Venture AG states its intention to hold the securities for investment purposes, aiming to increase the value of its investments and Onconetix. It reserves the right to purchase additional securities or dispose of its current holdings in open market or private transactions, depending on its evaluation of Onconetix's business, market conditions, and other opportunities. The reporting person also retains the right to propose or participate in future extraordinary corporate transactions, such as mergers, reorganizations, or asset sales.

Management Comments

• Altos Venture AG purchased the securities for investment purposes with the aim of increasing the value of its investments and Onconetix.
• The reporting person reserves the right to increase or decrease its holdings on such terms and at such times as it may decide.

Industry Context

NA

Corporate Governance

Stakeholder Impact

• Shareholders: Significant change in ownership structure and potential for future market activity (purchases/sales) by a major shareholder. The 'make-whole' provision implies dilution for other shareholders due to the issuance of additional shares without consideration.

Next Steps

• Altos Venture AG may purchase additional securities of Onconetix, Inc. from time to time.
• Altos Venture AG may dispose of all or a portion of its securities of Onconetix, Inc. at any time.
• Altos Venture AG reserves the right to propose or participate in future extraordinary corporate transactions, such as a merger, reorganization, liquidation, or sale of material assets.

Key Dates

Keywords

Onconetix, Altos Venture AG, Schedule 13D, SEC filing, beneficial ownership, venture capital, stock split, reverse stock split, make-whole provision, private placement, convertible preferred stock, share exchange, Proteomedix AG, investment, corporate governance, dilution