UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Onconetix, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Titles of Class of Securities)
09610B 108
(CUSIP Number)
June 6, 2024
(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 of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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).
| 1 |
NAME OF REPORTING PERSON
Joseph Hernandez |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF BENEFICIALLY OWNED BY EACH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% |
| 12 |
TYPE OF REPORTING PERSON
IN |
2
| Item 1(a). | Name of Issuer: |
Onconetix, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
201 E. Fifth Street, Suite 1900
Cincinnati, Ohio 45202
| Item 2(a). | Name of Person Filing |
Joseph Hernandez (the “Reporting Person”)
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
The principal business address of the Reporting Person is:
15 East Putnam Avenue
Greenwich, CT 06830
| Item 2(c). | Citizenship |
United States of America
| Item 2(d). | Title of Class of Securities |
Common Stock, par value $0.00001 per share
| Item 2(e). | CUSIP Number |
09610B108
| 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: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☐ | Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | |
| (f) | ☐ | Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |
| (g) | ☐ | Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |
| (h) | ☐ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | ☐ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | |
| (j) | ☐ | Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). | |
| (k) | ☐ | Group in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ .
3
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
See Item 9 on the cover page hereto.
| (b) | Percent of class: |
See Item 11 on the cover page hereto.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See response to Item 5 on the cover page hereto.
| (ii) | Shared power to vote or to direct the vote: |
See response to Item 6 on the cover page hereto.
| (iii) | Sole power to dispose or to direct the disposition of: |
See response to Item 7 on the cover page hereto.
| (iv) | Shared power to dispose or to direct the disposition of: |
See response to Item 8 on the cover page hereto.
| 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. |
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 that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
4
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: June 7, 2024 | |
| /s/ Joseph Hernandez | |
| Name: Joseph Hernandez |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
5