BWV Blue Water Biotech, Inc. - 8-K

Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.

As
previously reported on a Current Report on Form 8-K filed on February 9, 2026, Onconetix, Inc. (the “Company”) held a special
meeting of stockholders (the “Special Meeting”) on February 3, 2026. At the Special Meeting, the Company’s stockholders
approved the adoption and approval of an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate
of Incorporation, as amended to date (the “Charter”), to effect a reverse stock split of all of the outstanding shares of
its issued and outstanding common stock, par value $0.00001 (the “Common Stock”), at a ratio in the range of one-for-two (1:2)
to one-for-fifty (1:50) at any time prior to the one-year anniversary date of the Special Meeting, with such ratio to be determined by
the Board (the “Reverse Stock Split Proposal”),.

On
March 6, 2026, the Board determined to fix a reverse stock split ratio of its Common Stock of 1-to-5 (the “Reverse Stock Split”).
On March 24, 2026, the Company filed the Amendment to its Charter with the Secretary of State of the State of Delaware to effect the Reverse
Stock Split. The Reverse Stock Split became effective in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on March
25, 2026 (the “Effective Time”). The Company’s Common Stock continues to trade on The Nasdaq Capital Market under the
symbol ONCO and has been trading on a split-adjusted basis since the market opened on March 25, 2026, under a new CUSIP number, 68237Q
302.

At
the Effective Time, every 5 (five) shares of the Company’s issued and outstanding Common Stock had converted automatically into
one (1) issued and outstanding share of Common Stock, with no corresponding reduction in the number of authorized shares of Common Stock,
and without any change in the par value per share. Stockholders holding shares through a brokerage account had their shares automatically
adjusted to reflect the 1-for-5 Reverse Stock Split. It was not necessary for stockholders holding shares of the Common Stock in certificated
form to exchange their existing stock certificates for new stock certificates of the Company in connection with the Reverse Stock Split,
although stockholders may do so if they wish.

The
Reverse Stock Split affected all stockholders uniformly and has not altered any stockholder’s percentage interest in the Company’s
equity, except to the extent that the Reverse Stock Split would have resulted in a stockholder owning a fractional share. No fractional
shares were issued in connection with the Reverse Stock Split. Stockholders who would have otherwise been entitled to receive a fractional
share will instead receive a cash payment (without interest) equal to such fraction multiplied by the closing sale price per share of
the Common Stock on The Nasdaq Capital Market at the close of business on the date prior to the effective date of the Reverse Stock Split,
or March 24, 2026 (with such closing sale price being adjusted to give effect to the Reverse Stock Split). The Reverse Stock Split reduced
the number of shares of Common Stock issued and outstanding from 3,464,686 to 692,927 shares. Proportional
adjustments were made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s equity awards,
convertible preferred stock and warrants, as well as the applicable exercise price. Stockholders with shares in brokerage accounts should
direct any questions concerning the Reverse Stock Split to their broker; all other stockholders may direct questions to the Company’s
transfer agent, Continental Stock Transfer & Trust Company, at 212-509-4000.

The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

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Item 8.01 Other Events.

On
March 23, 2026, the Company issued a press release announcing the Reverse Stock Split, a copy of which is filed as Exhibit 99.1 to this
Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed or furnished,
as applicable, with this Current Report on Form 8-K:

Exhibit No.

Description

3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Onconetix, Inc.

99.1

Press Release, dated March 23, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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