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Correspondence 0001213900-24-096602 from Onconetix, Inc. (ONCO)

Onconetix, Inc.
Date: Nov. 12, 2024 · CIK: 0001782107 · Accession: 0001213900-24-096602

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File numbers found in text: 333-282958

Date
November 12, 2024
Author
Karina M. Fedasz
Form
CORRESP
Company
Onconetix, Inc.

Letter

Onconetix, Inc.

201 E. Fifth Street, Suite 1900

Cincinnati, OH 45202

VIA EDGAR

November 12, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Washington, D.C. 20549

Attention: Joshua Gorsky

Tim Buchmiller

Re: Onconetix, Inc.

Registration Statement on Form S-1

Filed November 1, 2024

File No. 333-282958

Ladies and Gentlemen:

Onconetix, Inc. (the “Company,” “we,” “our” or “us”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on November 7, 2024, regarding the Registration Statement on Form S-1 filed with the Commission on November 1, 2024 (the “Registration Statement”).

For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in Amendment No. 1 to the Registration Statement (the “Amendment”) which is being submitted to the Commission contemporaneously with the submission of this letter.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended the cover page and page 28 of the Amendment, and has filed the ELOC Purchase Agreement as Exhibit 10.66 to the Amendment.

* * *

We thank the Staff for its review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal counsel, Jessica Yuan, Esq. of Ellenoff Grossman & Schole LLP, at jyuan@egsllp.com or by telephone at (212) 370-1300.

Very truly yours,
Onconetix, Inc.

Show Raw Text
CORRESP
1
filename1.htm

Onconetix, Inc.

201 E. Fifth Street, Suite 1900

Cincinnati, OH 45202

VIA EDGAR

November 12, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Washington, D.C. 20549

    Attention:
    Joshua Gorsky

    Tim Buchmiller

    Re:
    Onconetix, Inc.

    Registration Statement on Form S-1

    Filed November 1, 2024

    File No. 333-282958

Ladies and Gentlemen:

Onconetix, Inc. (the “Company,”
“we,” “our” or “us”) hereby transmits its response to the comment letter received from the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on November 7, 2024,
regarding the Registration Statement on Form S-1 filed with the Commission on November 1, 2024 (the “Registration Statement”).

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in Amendment No. 1 to the Registration Statement (the “Amendment”)
which is being submitted to the Commission contemporaneously with the submission of this letter.

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.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has amended the cover page and page 28 of the Amendment, and has filed the ELOC
Purchase Agreement as Exhibit 10.66 to the Amendment.

* * *

We thank the Staff for its review
of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal counsel,
Jessica Yuan, Esq. of Ellenoff Grossman & Schole LLP, at jyuan@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    Onconetix, Inc.

    By:
    /s/ Karina M. Fedasz

    Name:
    Karina M. Fedasz

    Title:
    Interim Chief Financial Officer

    cc:
    Ellenoff Grossman & Schole LLP