Onconetix, Inc. 8-K

What Happened
On February 11, 2026 Onconetix, Inc. (Buyer) entered into a Share Exchange Agreement to acquire Realbotix, LLC (a Realbotix Corp. subsidiary) from Simulacra Corporation and Realbotix Corp. In exchange, Onconetix will issue newly‑issued common stock (Exchange Shares) to the seller so that, immediately after closing, the seller will own a negotiated percentage of Onconetix’s fully diluted shares (adjusted by Net Cash). Onconetix issued a press release on February 12, 2026 announcing the transaction and will file a Form S‑4 (proxy/prospectus) to seek stockholder approval.

Key Details

• Transaction date: Share Exchange Agreement signed Feb 11, 2026; press release Feb 12, 2026.
• Ownership schedule (based on Net Cash at closing): seller will own 90% if Net Cash ≥ $12.5M and < $15.0M; 85% if ≥ $15.0M and < $18.0M; 80% if ≥ $18.0M and < $20.0M; 75% if ≥ $20.0M.
• Net Cash condition: Buyer must have at least $12.5 million in Net Cash at closing (Net Cash nets out D&O tail insurance, change‑of‑control payments, indebtedness, certain liabilities and transaction expenses).
• Additional closing conditions: an equity line agreement (investor commitment up to $125.0M) acceptable to parties and conversion/termination of Buyer preferred stock, options and warrants.
• Board and filing actions: post‑closing Onconetix board to have five directors (four designated by Company); Onconetix will prepare and file an S‑4/Proxy and use best efforts to maintain Nasdaq listing and list Exchange Shares.
• Termination and fees: drop‑dead close date Nov 30, 2026 (extended to Dec 20 if only Net Cash unsettled); termination fees of $500,000 (plus capped transaction expenses) apply in certain breach or bidding scenarios; additional $1.5M possible if Buyer accepts a superior proposal that closes.

Why It Matters
This is a transformational share‑exchange deal that would make Realbotix a wholly owned subsidiary of Onconetix while giving the seller a controlling equity stake (75–90% depending on Net Cash). Key investor considerations from the filing: (1) the transaction requires Onconetix stockholder approval and several financing and conversion conditions before closing, (2) closing will dilute existing Onconetix holders materially if completed, and (3) integration, financing and regulatory risks (and the possibility the deal may not close) could affect Onconetix’s business and stock price. The filing also describes Realbotix’s business (U.S.‑manufactured AI‑powered humanoid robots, recent LLM integrations and product developments) and identifies standard operational, IP and cyber risks investors should review in the forthcoming S‑4/proxy materials.