Realbotix enters deal to sell Realbotix LLC subsidiary

Executive Summary

• Realbotix Corp. has entered into a definitive agreement to sell 100% of its wholly owned subsidiary, Realbotix LLC (RealLLC), to Onconetix Inc. (Nasdaq: ONCO) in an all-stock transaction.
• RealLLC, which focuses on AI-powered humanoid robots for commercial use, will become a wholly owned subsidiary of ONCO, which will subsequently rebrand as "Realbotix" and continue trading on the Nasdaq.
• The transaction allows Realbotix Corp. to separate its commercial robotics business (RealLLC) from its direct-to-consumer adult entertainment business (Abyss Creations), with Realbotix Corp. retaining Abyss Creations and holding a controlling stake in the newly branded ONCO/Realbotix entity.

Key Details

• Transaction Structure: All-stock transaction where ONCO issues common stock to Realbotix Corp. in exchange for 100% ownership of Realbotix LLC.
• Consideration: Realbotix Corp. will receive a variable percentage of ONCO’s common stock, ranging from 75% to 90% of the fully diluted capital structure immediately following closing.
• Valuation Mechanism: The final ownership split is determined by a sliding scale based on the net cash held by ONCO at closing, subject to minimum working capital requirements.
• Governance: Realbotix Corp. retains the right to appoint four out of five directors to the ONCO board of directors post-closing.
• Asset Transfer: RealLLC’s assets include its robotics engineering team, AI software development team, and related patents/IP. RealLLC carries an estimated book value of $1.8 million (approx. 18% of Realbotix Corp.'s balance sheet).
• Post-Closing Structure:
  • ONCO (New Realbotix): Will operate as a premier US-made AI-powered humanoid robotics company, focusing on B2B commercial applications (customer service, healthcare, hospitality, entertainment).
  • Realbotix Corp. (Parent): Will continue to operate Abyss Creations (direct-to-consumer adult companionship/wellness hardware and AI) and hold a controlling block in ONCO.
• Timeline: Agreement signed Feb. 11, 2026. Expected to close before the end of Q3 2026.
• Regulatory Approvals: Subject to final approval of the TSX Venture Exchange and approval of ONCO stockholders.
• Shareholder Call: Scheduled for Feb. 13, 2026, at 2 p.m. ET to discuss the transaction and provide updates on the 2025 financial statement audit.

Notable Quotes

• "In order to let each business thrive, the decision was made to seek ways to separate them while also creating additional value for Realbotix shareholders. It was also a goal to have our commercial business be more accessible to investors by moving that business to a senior U.S. exchange like the Nasdaq to unlock value. We feel this transaction accomplishes those goals on behalf of Realbotix shareholders." — CEO/President of Realbotix Corp.