Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0002006197 XXXXXXXX LIVE 1 Common Stock, $0.00001 par value per share 01/02/2025 false 0001782107 68237Q104 Onconetix, Inc. 201 E. Fifth Street Suite 1900 Cincinnati OH 45202 Christian Bruhlmann (513) 620-4101 c/o Proteomedix AG Wagistrasse 23 Schlieren V8 8952 0002006197 N Christian Bruhlmann OO N V8 611372.00 0.00 611372.00 0.00 611372.00 N 4.20 IN (1) The common stock was acquired beneficially as further described in below in Item 3 of this Statement. (2) Represents (i) 433,910 shares of common stock and (ii) 177,462 shares of common stock issuable upon settlement of restricted stock units ("RSUs"). Common Stock, $0.00001 par value per share Onconetix, Inc. 201 E. Fifth Street Suite 1900 Cincinnati OH 45202 EXPLANATORY NOTE This Amendment No. 1 ("Amendment No. 1") amends and restates the original Schedule 13D filed with the SEC on October 1, 2024 ("Original Schedule 13D") relating to shares of common stock, par value $0.00001 per share (the "Common Stock"), of Onconetix, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 1 is being filed in connection with a grant of RSUs to the Reporting Person. Christian Bruhlmann ("Christian Bruhlmann") Christian Bruhlmann's business address is Wagistrasse 23, 8952 Schlieren, Switzerland. Christian Bruhlmann is an officer of the Issuer. During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Christian Bruhlmann is a citizen of Switzerland. The Reporting Person has acquired all of the Shares beneficially owned by him pursuant to a certain Share Exchange Agreement ("SEA"), dated December 15, 2023, by and among the Issuer, Proteomedix AG ("Proteomedix"), all the holders of Proteomedix capital stock. In connection with the transactions contemplated by the Share Exchange Agreement, the Issuer acquired all of the issued and outstanding equity interests of Proteomedix, Proteomedix became a direct, wholly-owned subsidiary of the Issuer, and the Issuer introduced Onconetix, Inc. as the new name for the combined company (the "PMX Acquisition"). As a holder of certain Proteomedix equity interests, on December 15, 2023, the Reporting Person received 236,029 Shares and 171,204 shares of Series B Convertible Preferred Stock of the Issuer in consideration for the entirety of his equity interests in Proteomedix. In accordance with the Certificate of Designation for the Series B Convertible Preferred Stock, each share of Series B Convertible Preferred Stock automatically converted into 100 shares of the Issuer's common stock (the "Conversion Shares") upon the latest date upon which (i) the Issuer obtained stockholder approval with respect to the issuance of the Series B Convertible Preferred Stock and the Conversion Shares in excess of 20% of the issued and outstanding Shares on the first issuance date of any preferred stock of the Issuer (the "Stockholder Approval") and (ii) the date which the Issuer effected an increase in the number of shares of common stock authorized in its certificate of incorporation to effectuate the transactions as contemplated in the SEA and other ancillary documents in connection therewith. The Issuer (i) obtained the requisite Stockholder Approval at its 2024 Annual Meeting of the Stockholders held on September 5, 2024 and (ii) effectuated a 1-for-40 reverse split of the Issuer's Shares on September 24, 2024. As a result, the 171,204 shares of Series B Convertible Preferred Stock held by the Reporting Person automatically converted into 428,010 Shares on September 24, 2024. Therefore, as of September 24, 2024, the Reporting Person beneficially owns an aggregate of 433,910 Shares on a post-split basis. Additionally, the Reporting Person received a grant of 177,462 fully vested RSUs on December 20, 2024. Please refer to Item 5(c) for additional discussion. The Reporting Person has acquired all of the Shares beneficially as described above in Item 3. The Reporting Person serves as the Chief Strategy Officer of the Issuer and, as a result, may be asked to discuss matters related to items (a) through (j) of this Item 4 of Schedule 13D with representatives of the Issuer and others. Other than in connection with the prior PMX Acquisition and except as may be set forth herein, the Reporting Person has no current intention, plans or proposal with respect to items (a) through (j) of Item 4 of Schedule 13D. Incorporated by reference to Items 11 and 13 of the Cover Page. Incorporated by reference to Items 7-10 of the Cover Page. On December 20, 2024, the Reporting Person received 177,462 fully vested RSUs. The RSUs were granted in exchange for options to purchase shares of Proteomedix AG ("PMX"), pursuant to the Share Exchange Agreement, dated December 15, 2023, between the Company and PMX. None Christian Bruhlmann ceased to be the beneficial holder more than five percent of the Issuer's Common Stock on December 31, 2024. Lock-Up Agreement - Pursuant to the terms of a Lock-Up Agreement dated December 15, 2023 (the "Lock-Up Agreement"), a copy of the form of which is attached to this Schedule 13D as Exhibit B and incorporated herein by reference, the Reporting Person has agreed, subject to certain exceptions, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, the Shares issued pursuant to the SEA or upon conversion of the Series B Convertible Preferred Stock of the Issuer, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of such shares or other securities, in cash or otherwise (subject to certain exceptions) during the period commencing December 15, 2023 and ending on the earlier of December 31, 2024 and the 6-month anniversary of the date of Stockholder Approval of the issuance of the Shares upon conversion of the Series B Preferred Stock of the Issuer (and other matters). A. Share Exchange Agreement dated as of December 15, 2023 by and among Proteomedix AG, Onconetix, Inc., the Sellers and Thomas Meier as the Sellers' Representative (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K (File No. 001-41294), filed on December 21, 2023 and filed with the Original Schedule 13D.) B. Form of Lock-Up Agreement dated as of December 15, 2023 by and between Onconetix, Inc. and holders of its securities, including the Reporting Person (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K (File No. 001-41294), filed on December 21, 2023 and filed with the Original Schedule 13D.) Christian Bruhlmann /s/ Christian Bruhlmann Christian Bruhlmann/ Chief Strategy Officer 02/14/2025