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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").
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;
consideration of the promises and mutual agreements hereinafter set forth, effective the date hereof, the Company and the Consultant hereby
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.
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.
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
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.
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.
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.
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.
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.
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.
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
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.
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