Sec Form 3/A Filing - Altos Venture AG @ Onconetix, Inc. - 2024-09-24

Insider filing report for Changes in Beneficial Ownership
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FORM 3/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Altos Venture AG
2. Issuer Name and Ticker or Trading Symbol
Onconetix, Inc. [ ONCO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
OBERTORWEG 64
3. Date of Earliest Transaction (MM/DD/YY)
09/24/2024
(Street)
ALLSCHWIL, V8CH-4123
4. If Amendment, Date Original Filed (MM/DD/YY)
09/26/2024
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Make-whole right (right to acquire) ( 1 ) 06/23/2025 06/23/2025 Common Stock ( 1 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Altos Venture AG
OBERTORWEG 64
ALLSCHWIL, V8CH-4123
X
Signatures
/s/ Altos Venture, AG, by /s/ Tobias Fischli, Authorized Signatory 11/01/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to a Subscription Agreement with the Issuer dated December 15, 2023, the Reporting Person purchased Units of Common Stock and warrants (immediately exercised) on September 24, 2024. Under a make-whole provision in the Subscription Agreement, the Issuer agreed to adjust the price for the Units by issuing additional shares of Common Stock to the Reporting Person on June 23, 2025 in the event that the Issuer VWAP during the period from September 25, 2024 through June 21, 2025 is less than $10.00. "Issuer VWAP" for this purpose means the average of the daily volume-weighted average prices of the Common Stock on Nasdaq for completed trading days, as reported on Bloomberg or, if not reported thereby, any other authoritative source.

Remarks:
This amendment to Form 3 is being filed solely to report the Table II holding that was inadvertently not included in the original Form 3 filed on September 26, 2024.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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