8-K - Onconetix, Inc. | StockGist

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Onconetix, Inc. entered into a Share Exchange Agreement on February 11, 2026, to acquire all equity interests of Realbotix, LLC, an AI-powered humanoid robotics company, in exchange for newly issued Onconetix common stock. The transaction, subject to customary closing conditions and stockholder approval, is expected to close in the second half of 2026 and will result in Realbotix becoming a wholly-owned subsidiary of Onconetix.

Key Takeaways

1Onconetix entered into a Share Exchange Agreement on February 11, 2026, to acquire 100% of Realbotix, LLC in an all-stock transaction.

2The Seller (Simulacra Corporation) will receive newly issued Onconetix common stock, owning between 75% and 90% of the fully diluted shares post-closing, depending on Onconetix's Net Cash at closing.

3Realbotix is a technology company focused on designing and manufacturing AI-powered humanoid robots for customer service, hospitality, and healthcare, manufactured in the United States.

4The transaction is subject to customary closing conditions, including Onconetix stockholder approval, regulatory approvals, and Onconetix having at least $12.5 million in Net Cash at closing.

5Following the closing, Andrew Kiguel, CEO of Realbotix Corp., will become CEO of the combined company, and the Onconetix board will consist of five directors, with four designated by Realbotix.

6The Share Exchange Agreement includes termination provisions with fees up to $500,000 plus expenses for material breach, and up to $2,000,000 plus expenses for termination due to a Buyer Adverse Recommendation Change leading to a Buyer Superior Proposal.

Current Report Details

Event Type

Material Agreement

Other Event

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. This section describes the material provisions of the Share Exchange Agreement (as defined below) but does not purpo

Material Agreement

$12.5M$15.0M$15.0M$18.0M

8.01

Other Events Press Release On February 12, 2026, Onconetix issued a press release announcing the entry into the Share Exchange Agreement (the “ Press Release ”)

Other Event

9.01

Exhibits. (d) Exhibits 2.1* Share Exchange Agreement, dated February 11, 2026, by and among Onconetix, Inc., Realbotix, LLC, Realbotix Corp, and Simulacra Corpo

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: Realbotix, LLC (the Company)
Consideration: Newly issued shares of Onconetix common stock, par value $0.00001 per share
Structure: Share Exchange

•Closing expected in second half of 2026
•Subject to Onconetix stockholder approval
•Subject to receipt of required regulatory approvals
•Subject to Onconetix having at least $12.5 million in Net Cash at Closing
•Subject to Onconetix entering into an equity line of credit agreement for up to $125.0 million
•Subject to conversion of all Buyer Preferred Stock and termination/amendment of all Buyer Options and Warrants
•Subject to delivery of audited Company financial statements by April 31, 2026
•Outside date for closing is November 30, 2026, extendable to December 20, 2026 if all conditions except Net Cash Condition are satisfied

Material Agreement

Agreement: Share Exchange Agreement
Parties: Onconetix, Inc. (Buyer), Realbotix Corp. (Parent), Simulacra Corporation (Seller), Realbotix, LLC (the Company)

•Seller will contribute and transfer all equity interests of Realbotix, LLC to Onconetix
•Exchange Consideration: Seller will own a percentage of Onconetix's fully diluted shares based on Net Cash: 90% if Net Cash ≥$12.5M & <$15.0M; 85% if ≥$15.0M & <$18.0M; 80% if ≥$18.0M & <$20.0M; 75% if ≥$20.0M
•Net Cash defined as cash and cash equivalents held by Onconetix at Closing, net of specified costs and liabilities
•Post-Closing Onconetix board to consist of five directors: one designated by Onconetix, four designated by Realbotix
•Onconetix to file Form S-4 registration statement with proxy statement for stockholder approval
•Representations and warranties do not survive Closing
•Governing law: State of Delaware

Exhibits (3)

2.1

SHARE EXCHANGE AGREEMENT, DATED FEBRUARY 11, 2026, BY AND AMONG ONCONETIX, INC., REALBOTIX, LLC, REALBOTIX CORP, AND SIMULACRA CORPORATION

8-K

CURRENT REPORT

99.1

PRESS RELEASE, DATED FEBRUARY 12, 2026