Onconetix, Inc. (formerly known as Blue Water Biotech, Inc. and Blue Water Vaccines Inc.) (the "Company" or "Onconetix") was formed on

Onconetix, Inc. (formerly known as Blue

Water Biotech, Inc. and Blue Water Vaccines Inc.) (the "Company" or "Onconetix") was formed on October 26,

2018, and is a commercial stage biotechnology company focused on the research, development, and commercialization of innovative

solutions for men's health and oncology On December 15, 2023, Onconetix, entered into a Share Exchange Agreement (the

"Share Exchange Agreement"), by and among (i) Onconetix, (ii) Proteomedix AG, a Swiss Company

("Proteomedix"), (iii) each of the holders of outstanding capital stock or Proteomedix Convertible Securities (other

than Proteomedix Stock Options) named therein (collectively, the "Sellers") and (iv) Thomas Meier, in the capacity as

the representative of Sellers in accordance with the terms and conditions of the Share Exchange Agreement.

Pursuant to the Share Exchange Agreement, subject to the terms and

conditions set forth therein, the Sellers agreed to sell to Onconetix, and Onconetix agreed to buy, all of the issued and outstanding

equity interests of Proteomedix (the "Purchased Shares") in exchange for newly issued shares of common stock of

Onconetix, par value $0.00001 per share ("Buyer Common Stock"), and newly issued shares of preferred stock of Onconetix, par

value $0.00001 per share ("Series B Convertible Preferred Stock"), as further described below (the "Share Exchange"

and the other transactions contemplated by the Share Exchange Agreement, the "Transactions").

In full payment for the Purchased Shares, Onconetix issued shares consisting

of: (i) 3,675,414 shares of Buyer Common Stock equal to approximately 19.9% of the total issued and outstanding Buyer Common Stock and

(ii) 2,696,729 shares of Series B Convertible Preferred Stock convertible into 269,672,900 shares of Buyer Common Stock. The aggregate

value of the Exchange Shares at Closing was equal to approximately Seventy-Five Million U.S. Dollars ($75,000,000) (less the value of

the Proteomedix shares for which the Company Stock Options are exercisable immediately prior to the Closing, subject to adjustment for

The Share Exchange closed on December 15, 2023. As a result of

this transaction, Proteomedix became a wholly owned subsidiary of Onconetix. Accordingly, the Company's condensed consolidated financial

statements include the accounts of Onconetix and its 100% wholly owned subsidiary, Proteomedix, since the acquisition date of December

The following unaudited pro forma consolidated

financial information sets forth the historical consolidated balance sheet on June 30, 2024, and historical consolidated statement of

operations, changes in stockholders' equity and cash flows for the six-months ended June 30, 2024 derived from our unaudited condensed

consolidated financial statements; and the following transaction adjustments assuming approval by the shareholders at annual meeting to

held on September 5, 2024:

The pro forma financial information does not include the effect of

a reverse stock split of all the outstanding shares of common stock at a ratio of 1-for-30 to 1-for-60.

This unaudited pro forma consolidated financial information is prepared

for informational purposes only and is based on assumption and estimates considered appropriate by management; however, the information

is not necessarily indicative of what the consolidate stockholders' equity would have been assuming the conversion of the Series

B preferred stock had occurred on the date indicated.

Pro Forma Condensed Consolidated Balance Sheet

Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Loss

Six Months Ended June 30, 2024

Pro Forma Condensed Statement of Changes in Stockholders' Equity (Deficit)

Six Months Ended June 30, 2024

Pro Forma Condensed Consolidated Statements of Cash Flows

For the six months ended June 30, 2024

Notes to Pro Forma Condensed Consolidated Statements

Basis of Presentation

The accompanying unaudited pro forma consolidated financial information

has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma consolidated financial information has been

prepared to illustrate the effect of

The unaudited pro forma consolidated financial information is not necessarily

indicative of what the actual financial position as of June 30, 2024 or results of operations and cash flows for the six months then ended

of Onconetix, Inc. would have been had the transactions listed above taken place on the dates indicated, nor are they indicative of the

future consolidated results of operations or financial position of the company. They should be read in conjunction with the historical

financial statements and notes thereto of Onconetix, Inc.

Transaction adjustments