SEC Comment Letter 0000000000-24-012435 to Onconetix, Inc. (ONCO)
Onconetix, Inc.
Date: Nov. 7, 2024 · CIK: 0001782107 · Accession: 0000000000-24-012435
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282958
Letter
November 7, 2024 Karina M. Fedasz Interim Chief Financial Officer Onconetix, Inc. 201 E. Fifth Street, Suite 1900 Cincinnati, Ohio 45202 Re:Onconetix, Inc. Registration Statement on Form S-1 Filed November 1, 2024 File No. 333-282958 Dear Karina M. Fedasz: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 General 1.We note you have entered into the ELOC Purchase Agreement and are registering the shares that will be issued for resale. This appears to be an equity line financing. As such, please identify the equity line investor as an underwriter for the resale of those shares, or advise. Additionally, please file the executed version of the ELOC Purchase Agreement as an exhibit to the registration statement. Refer to Securities Act Sections Compliance and Disclosure Interpretation 139.13 for guidance. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
November 7, 2024 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at 202-551-3635 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Jessica Yuan, Esq.
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November 7, 2024
Karina M. Fedasz
Interim Chief Financial Officer
Onconetix, Inc.
201 E. Fifth Street, Suite 1900
Cincinnati, Ohio 45202
Re:Onconetix, Inc.
Registration Statement on Form S-1
Filed November 1, 2024
File No. 333-282958
Dear Karina M. Fedasz:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
General
1.We note you have entered into the ELOC Purchase Agreement and are registering the
shares that will be issued for resale. This appears to be an equity line financing. As
such, please identify the equity line investor as an underwriter for the resale of those
shares, or advise. Additionally, please file the executed version of the ELOC Purchase
Agreement as an exhibit to the registration statement. Refer to Securities Act Sections
Compliance and Disclosure Interpretation 139.13 for guidance.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
November 7, 2024
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at 202-551-3635
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jessica Yuan, Esq.