Full Press Release Details
and Ocuvex Therapeutics announce execution of definitive merger agreement
July 16, 2025 (GLOBE NEWSWIRE) - Onconetix, Inc. (Nasdaq: ONCO) ("Onconetix" or the "Company") and
Ocuvex Therapeutics, Inc. ("Ocuvex"), a privately held biopharmaceutical company focused on the development and
commercialization of ophthalmic therapeutic candidates, today announced that they have entered into a definitive merger agreement
(the "Merger Agreement").
J. Oakley, Chairman of the Board of Onconetix, stated, "We continue to believe that the proposed transaction with Ocuvex, which
brings a pipeline of commercial and late clinical stage ophthalmic assets, will bring significant value for our stockholders."
W. Amato, Chairman and CEO of Ocuvex, commented, "Gaining access to public capital markets will allow us to accelerate, what we
believe to be, important new treatment options for patients and their health care providers. We would look forward to closing the transaction
as it will be a major step forward for our company and our stakeholders."
Merger Agreement and the transaction contemplated thereby (the "Proposed Transaction") has been approved by the boards of
directors of both Onconetix and Ocuvex.
to the Merger Agreement, Onconetix will acquire all of the issued and outstanding equity interests of Ocuvex and, in consideration for
their equity interests, Ocuvex equity holders will receive newly-issued shares of Onconetix common stock equal to 90% of the issued and
outstanding equity interests in the combined company as of immediately following the closing of the Proposed Transaction, on a fully
diluted basis, subject to adjustment due to any transaction-related equity financing. Onconetix shareholders will retain 10% of the issued
and outstanding equity interests in the combined company on a fully diluted basis as of immediately following the Proposed Transaction.
consummation of the Proposed Transaction, the board of directors of the Onconetix will consist of seven directors, with five designated
by Ocuvex and two designated by Onconetix.
of the Proposed Transaction, which is anticipated to be in the fourth quarter of this year, will be subject to customary conditions,
including the receipt of applicable regulatory, stockholder and third-party approvals. There can be no assurance that the Proposed Transaction
will be completed as proposed, or at all.
(Nasdaq: ONCO) is a commercial stage biotechnology company focused on the research, development and commercialization of innovative solutions
for men's health and oncology. Through our acquisition of Proteomedix, we own Proclarix , an in vitro diagnostic test for prostate
cancer originally developed by Proteomedix and approved for sale in the European Union ("EU") under the IVDR, which we anticipate
will be marketed in the U.S. as a lab developed test ("LDT") through our license agreement with Labcorp.
more information, visit www.onconetix.com.
is a privately held biopharmaceutical company focused on the development and commercialization of ophthalmic therapeutic candidates to
address highly prevalent diseases in need of new treatment options. Ocuvex's lead asset, Omlonti (omidenepag isopropyl ophthalmic
solution) 0.002%, is an EP2 receptor agonist for ocular hypertension and open-angle glaucoma. It received FDA approval in September 2022.
Information and Where to Find It
and Ocuvex intend to file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (as
may be amended, the "Registration Statement"), which will include a preliminary proxy statement of Onconetix and a prospectus
in connection with Proposed Transaction between Onconetix and Ocuvex pursuant to the Merger Agreement. The definitive proxy statement
and other relevant documents will be mailed to stockholders of Onconetix as of a record date to be established for voting on the Proposed
Transaction. STOCKHOLDERS OF ONCONETIX AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT,
AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH ONCONETIX'S SOLICITATION OF PROXIES FOR THE SPECIAL
MEETING OF ITS STOCKHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT ONCONETIX, OCUVEX AND THE PROPOSED TRANSACTION. Stockholders will also be able to obtain copies of the Registration Statement and
the joint proxy statement/prospectus, without charge, once available, on the SEC's website at www.sec.gov or by directing a request
to: Onconetix, Inc. 201 E. Fifth Street, Suite 1900
Cincinnati, OH 45202, e-mail: investors@onconetix.com.
Ocuvex and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the
stockholders of Onconetix in connection with the Proposed Transaction. Onconetix's stockholders and other interested persons
may obtain more detailed information regarding the names, affiliations and interests of certain of Onconetix executive officers and directors
in the solicitation by reading Onconetix's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed
with the SEC on June 12, 2025, Onconetix's Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC
on June 2, 2025, and Onconetix's other public filings with the SEC. A list of the names of such directors and executive officers
and information regarding their interests in the Proposed Transaction, which may, in some cases, be different from those of stockholders
generally, will be set forth in the Registration Statement relating to the Proposed Transaction when it becomes available. These documents
can be obtained free of charge from the source indicated above.
statements in this press release are "forward-looking" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements may be identified by the use of forward-looking words such as "anticipate," "believe,"
"forecast," "estimate," "expect," and "intend," among others. These forward-looking statements
(including, without limitation, the anticipated benefits and opportunities that may be generated by the Proposed Transaction described
herein) are based on Onconetix's current expectations, and actual results could differ materially. There are a number of factors
that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but
are not limited to, whether the Proposed Transaction, or any other contemplated transaction, may be completed with different terms, in
an untimely manner, or not at all; whether Onconetix will be able to realize the benefits of the Proposed Transaction described herein;
Onconetix's ability to integrate the assets and commercial operations contemplated to be acquired from Ocuvex into Onconetix's
business; market and other conditions; risks related to Onconetix's ability to commercialize or monetize Omlonti or its other products;
risks related to the Onconetix's present need for capital to commercially launch Proclarix and have adequate working capital; risks
related to Onconetix's ability to attract, hire and retain skilled personnel necessary to commercialize and operate Onconetix's
commercial products; the failure to obtain and maintain the necessary regulatory approvals to market and commercialize Onconetix's
products; risks related to Onconetix's ability to obtain and maintain intellectual property protection for Omlonti or its other
products; whether Onconetix will be able to maintain compliance with Nasdaq's applicable listing criteria and the effect of a delisting
from Nasdaq on the market for Onconetix's securities; and Onconetix's reliance on third parties, including manufacturers
and logistics companies. As with any commercial-stage pharmaceutical product or any product candidate under clinical development, there
are significant risks in the development, regulatory approval and commercialization of biotechnology products. Onconetix does not undertake
an obligation to update or revise any forward-looking statement. Investors should read the risk factors set forth in Onconetix's
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed with the SEC on June 12, 2025, Onconetix's
Annual Report on Form 10-K, filed with the SEC on June 2, 2025 and periodic reports filed with the SEC on or after the date thereof.
All of Onconetix's forward-looking statements are expressly qualified by all such risk factors and other cautionary statements.
The information set forth herein speaks only as of the date thereof, and Onconetix assumes no obligation to update or revise these statements
unless otherwise required by law.
Offer or Solicitation
press release does not and shall not constitute an offer to sell or a solicitation of an offer to buy any securities of Onconetix or
Ocuvex, nor shall there be any offer, solicitation or sale of such securities, if any, in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
and Media Contact Information:
201 E. Fifth Street, Suite 1900
Cincinnati, OH 45202
Phone: (513) 620-4101
Investor Contact Information:
Email: investors@onconetix.com