Onconetix to acquire Realbotix in reverse merger; Realbotix holders to own 75-90%

Onconetix, Inc.

Onconetix issues shares to Realbotix seller such that seller owns 75%–90% of fully diluted shares based on Net Cash at closing.
Closing requires Onconetix to have at least $12.5M Net Cash and enter a $125M equity line of credit.
Post-closing board: 5 directors with 4 designated by Realbotix and 1 by Onconetix.
Realbotix is an AI humanoid robotics company with U.S. manufacturing, proprietary AI, and multilingual robots.
Termination fee: $500k plus expenses (capped at $500k); additional $1.5M if Buyer Superior Proposal closes.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Onconetix, Inc. entered into Share Exchange Agreement with Realbotix Corp., Simulacra Corporation, and Realbotix, LLC (effective 2026-02-11).

Action: entry
Agreement: merger
Counterparty: Realbotix Corp., Simulacra Corporation, and Realbotix, LLC
Effective: 2026-02-11

Exact text from the filing

On February 11, 2026, Onconetix, Inc, a Delaware corporation (“ Onconetix ” or “ Buyer ”), entered into a Share Exchange Agreement (the “ Share Exchange Agreement ”), by and among (i) Onconetix, (ii) Realbotix Corp., a company existing under the laws of the Province of Ontario (“ Parent ”), (iii) Simulacra Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (the “ Seller ”) and (iv) Realbotix, LLC, a Delaware limited liability company and wholly owned subsidiary of the Seller (the “ Company ” or “ Realbotix ”).

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Onconetix, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-26-015212

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