Onconetix and Realbotix amend share exchange terms, push deadline to March 2027

Onconetix, Inc. and Realbotix Corp. entered into a First Amendment to their Share Exchange Agreement on November 4, 2026, according to an 8-K filed with the SEC. The original agreement, dated February 11, 2026, was between Onconetix, Realbotix Corp. of Ontario, its wholly-owned subsidiary Simulacra Corporation, and Simulacra's wholly-owned subsidiary Realbotix, LLC.¹

Under the First Amendment, signed by Onconetix, Parent, the Seller, and Realbotix, the parties agreed that if Net Cash comes in below $12.5 million and the deal still proceeds to closing, the Seller will hold 95% of the Buyer's Fully Diluted Shares. The amendment also revised the definition of Net Cash to include amounts owed under a Grid Promissory Note dated September 11, 2026 between Onconetix and Parent, and pushed the agreement's End Date out to March 31, 2027.¹

The filing notes that the amendment summary is not exhaustive and refers readers to the full text, filed as Exhibit 2.1. Onconetix plans to register the stock to be issued in the deal through a Form S-4 filing with the SEC, which will incorporate a combined proxy statement and prospectus; both companies may also file other related documents.¹ Once that registration statement is declared effective, Onconetix will send the finalized proxy materials to its stockholders so they can vote on the transaction.¹

The company cautioned that the deal's completion depends on several factors, including stockholder approval and satisfaction of other closing conditions, along with risks tied to Onconetix's continued Nasdaq listing before closing¹. The 8-K was signed by Chief Executive Officer David A. White on November 5, 2026.