# Onconetix, Inc. (ONCO) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_87597721b746f13c1a92 · retrieved 2026-08-12T18:31:23.204Z

## Overview
Realbotix is a technology company focused on designing and manufacturing AI-powered humanoid robots built for meaningful human interaction in customer service, hospitality, and healthcare applications; the robots feature customizable, life-sized human-like appearance and behavior, proprietary silicone skin technology, and integration with various AI systems including proprietary and third-party l…

On February 11, 2026, Onconetix, Inc. entered into a Share Exchange Agreement to acquire all equity interests of Realbotix, LLC (an AI-powered humanoid robotics company) from Simulacra Corporation in exchange for newly issued Onconetix common stock. The consideration is structured as a tiered ownership stake: if Net Cash (Onconetix's cash at closing, net of specified deductions) is $12.5–$15.0 million, Seller receives 90% of fully diluted shares; $15.0–$18.0 million yields 85%; $18.0–$20.0 million yields 80%; and $20.0+ million yields 75%. Prior to closing, holders of Company convertible securities must exercise conversion rights. The transaction is subject to customary closing conditions, including Onconetix stockholder approval, receipt of a fairness opinion, and satisfaction of a Net Cash minimum of $12.5 million. Termination rights exist if closing does not occur by November 30, 2026 (extended to December 20, 2026 if all other conditions are satisfied), or if stockholder approval is not obtained. Termination fees range from $500,000 to $2.0 million depending on the termination scenario.

## Terms
- Counterparty: Realbotix Corp. (Parent) / Simulacra Corporation (Seller) · Consideration: stock · Stake: 90%

## Key dates
- Announced 2026-02-12 · Expiry 2026-11-30

## Timeline
- 2026-02-12 · 425 (0001213900-26-015214): 425 - Onconetix, Inc. — *Realbotix is a technology company focused on designing and manufacturing AI-powered humanoid robots built for meaningful human interaction in customer service, hospitality, and healthcare applications; the robots feature customizable, life-sized human-like appearance and behavior, proprietary silicone skin technology, and integration with various AI systems including proprietary and third-party l…* On February 11, 2026, Onconetix, Inc. entered into a Share Exchange Agreement to acquire all equity interests of Realbotix, LLC (an AI-powered humanoid robotics company) from Simulacra Corporation in exchange for newly issued Onconetix common stock. The consideration is structured as a tiered ownership stake: if Net Cash (Onconetix's cash at closing, net of specified deductions) is $12.5–$15.0 million, Seller receives 90% of fully diluted shares; $15.0–$18.0 million yields 85%; $18.0–$20.0 million yields 80%; and $20.0+ million yields 75%. Prior to closing, holders of Company convertible securities must exercise conversion rights. The transaction is subject to customary closing conditions, including Onconetix stockholder approval, receipt of a fairness opinion, and satisfaction of a Net Cash minimum of $12.5 million. Termination rights exist if closing does not occur by November 30, 2026 (extended to December 20, 2026 if all other conditions are satisfied), or if stockholder approval is not obtained. Termination fees range from $500,000 to $2.0 million depending on the termination scenario.
  https://www.sec.gov/Archives/edgar/data/1782107/0001213900-26-015214.txt

## Citations
- 0001213900-26-015214 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026015214