Filing Details

Accession Number:
0001193125-23-304231
Form Type:
13G Filing
Publication Date:
2023-12-27 19:00:00
Filed By:
Altos Venture Ag
Company:
Onconetix Inc.
Filing Date:
2023-12-28
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Altos Venture AG 1,103,403 0 1,103,403 0 1,103,403 5.0%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

Onconetix, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

09610B 108

(CUSIP Number)

December 15, 2023

(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)

 

*

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 09610B 108

 

  1.    

  Names of Reporting Persons

 

  Altos Venture AG

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  Switzerland

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

   5.     

  Sole Voting Power

 

  1,103,403 shares

   6.   

  Shared Voting Power

 

  0

   7.   

  Sole Dispositive Power

 

  1,103,403 shares

   8.   

  Shared Dispositive Power

 

  0

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  1,103,403 shares

10.  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11.  

  Percent of Class Represented by Amount in Row (9)

 

  5.0% (1)

12.  

  Type of Reporting Person (See Instructions)

 

  CO

 

(1)

This percentage is calculated based on 22,061,746 shares of Common Stock of the Issuer outstanding as of December 15, 2023 upon the completion of the closing of the Issuers acquisition of all of the issued and outstanding equity interests of Proteomedix, Inc. (the Share Exchange), as reported in the Issuers amended Current Report on Form 8-K/A filed with the Securities and Exchange Commission (the SEC) on December 27, 2023 (the Transaction 8-K).

In addition to the shares of Common Stock reported herein, Altos Venture AG (along with the other Proteomedix shareholders) received in the Share Exchange shares of the Issuers Series B Convertible Preferred Stock (Series B Preferred), which are non-voting (subject to limited exceptions) and are convertible, subject to approval by the Issuers stockholders, into additional shares of Common Stock. Shares of Series B Preferred are not equity securities as defined in SEC Rule 13d-1 under the Act. Concurrently with the closing of the Share Exchange, Altos Venture AG also entered into a Subscription Agreement with the Issuer providing for the purchase by Altos Venture AG from the Issuer of $5.0 million of units consisting of additional shares of Common Stock and warrants to purchase Common Stock. The closing of the unit purchase is contingent upon approval by the Issuers stockholders of the conversion of the Series B Preferred into Common Stock. The Share Exchange and certain agreements entered into in connection with it, including the Subscription Agreement with Altos Venture AG, are more fully described in the Transaction 8-K, and such agreements are filed as exhibits to the Transaction 8-K.


Item 1.
   (a)   

Name of Issuer

 

Onconetix, Inc.

   (b)   

Address of Issuers Principal Executive Offices

 

201 E. Fifth Street, Suite 1900, Cincinnati, OH 45202

Item 2.
   (a)   

Name of Person Filing

 

Altos Venture AG

   (b)   

Address of Principal Business Office or, if none, Residence

 

Obertorweg 64

CH-4123 Allschwil/Switzerland

   (c)   

Citizenship

 

Altos Venture AG is organized in Switzerland

   (d)   

Title of Class of Securities

 

Common stock, par value $0.00001 per share (Common Stock)

   (e)   

CUSIP Number

 

09610B 108

Item 3.    If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   Not applicable
Item 4.    Ownership
The following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1 is provided as of December 27, 2023:

 

Reporting Persons   

Shares
Held

Directly

    

Sole

Voting

Power

    

Shared

Voting

Power

    

Sole

Dispositive

Power

    

Shared

Dispositive

Power

    

Beneficial

Ownership

    

Percentage

of Class
(1)

 

Altos Venture AG

     1,103,403        1,103,403        0        1,103,403        0        1,103,403        5.0

 

(1)

This percentage is calculated based on 22,061,746 shares of Common Stock outstanding as of December 15, 2023 upon the closing of the Share Exchange, as reported in the Transaction 8-K.

 

Item 5.    Ownership of Five Percent or Less of a Class
   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐
Item 6.    Ownership of More than Five Percent on Behalf of Another Person
   Not applicable
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   Not applicable

Item 8.    Identification and Classification of Members of the Group
   Not applicable
Item 9.    Notice of Dissolution of Group
   Not applicable
Item 10.    Certification
   By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 27, 2023

 

Altos Venture AG
By:  

/s/ Tobias Fischli

  Tobias Fischli
  Authorized Signatory

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).