Onconetix, Ocuvex execute definitive merger agreement

Onconetix (ONCO) and Ocuvex Therapeutics have entered into a definitive merger agreement. The Merger Agreement and the transaction contemplated thereby has been approved by the boards of directors of both Onconetix and Ocuvex. Pursuant to the Merger Agreement, Onconetix will acquire all of the issued and outstanding equity interests of Ocuvex and, in consideration for their equity interests, Ocuvex equity holders will receive newly-issued shares of Onconetix common stock equal to 90% of the issued and outstanding equity interests in the combined company as of immediately following the closing of the Proposed Transaction, on a fully diluted basis, subject to adjustment due to any transaction-related equity financing. Onconetix shareholders will retain 10% of the issued and outstanding equity interests in the combined company on a fully diluted basis as of immediately following the Proposed Transaction. Upon consummation of the Proposed Transaction, the board of directors of the Onconetix will consist of seven directors, with five designated by Ocuvex and two designated by Onconetix. Completion of the Proposed Transaction, which is anticipated to be in the fourth quarter of this year, will be subject to customary conditions, including the receipt of applicable regulatory, stockholder and third-party approvals. There can be no assurance that the Proposed Transaction will be completed as proposed, or at all.