Note 7 — Subscription Agreement

On December 18, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with the PMX Investor, who became a stockholder of Onconetix at the closing of the PMX Transaction, for the sale of 118 units, each comprised of 1 share of common stock and 0.30 pre-funded warrants (the “Units”) at $42,500 per Unit. The Subscription Agreement includes a make-whole provision (the “Make-Whole Provision”) which requires the issuance of additional shares of common stock in the event that the 270-day volume weighted average price after the closing of the Subscription Agreement, is below $42,500, and the PMX Investor still holds the common shares acquired upon closing of the Subscription Agreement 270 days after such closing. The Subscription Agreement would only close upon obtaining stockholder approval for certain transactions involving the Company’s Series B Preferred Stock. The Subscription Agreement was amended on January 23, 2024 to include a provision for interest on the $5 million debenture, accruing at a rate of 4%, to be included in the calculation of the units to be issued upon the conversion. Stockholder approval was obtained on September 5, 2024, and as a result, the conversion and the issuance of 118 units, attributable to the Subscription Agreement, and 3 units, attributable to additional accrued interest under the debenture to the PMX Investor took place on September 24, 2024.

As of June 30, 2026 and December 31, 2025, the fair value of the related party subscription agreement liability was $0. For the three and six months ended June 30, 2025, the Company recognized a change in fair value of the related party subscription agreement liability of approximately $191,000 and $3,128,000. No gain or loss related to changes in the fair value of the related party subscription liability was recognized during the three and six months ended June 30, 2026, as the liability was settled in the prior year.