Realbotix Corp. Announces the Sale of Realbotix, LLC Subsidiary to a NASDAQ Listed Issuer

Executive Summary

• Realbotix Corp. announced a definitive agreement whereby Onconetix (NASDAQ: ONCO) will acquire 100% of its wholly‑owned subsidiary Realbotix, LLC in an all‑stock transaction.
• Upon closing, Realbotix shareholders will receive between 75% and 90% of the fully diluted ONCO common stock, with the exact percentage determined by a sliding scale tied to ONCO’s net cash at closing.
• The deal is expected to close before the end of Q3 2026, subject to TSX Venture Exchange and ONCO shareholder approvals; Realbotix will hold a conference call on February 13, 2026 to discuss the transaction.

Key Details

• Transaction Structure: All‑stock acquisition; ONCO issues common shares to Realbotix in exchange for 100% of Realbotix, LLC.
• Ownership Outcome: Realbotix will own 75%–90% of ONCO’s fully diluted capital post‑closing, based on a cash‑based sliding scale.
• Board Representation: Realbotix will retain the right to appoint four of five directors to ONCO’s board after closing.
• Realbotix, LLC Profile: Nevada‑based subsidiary focused on AI‑powered humanoid robots for B2B applications (customer service, healthcare, hospitality, entertainment); includes engineering team, AI software team, patents and IP; book value ≈ C$1.8 M (~18% of Realbotix’s balance sheet).
• Parent Company Operations: Realbotix will continue to operate its other subsidiary, Abyss Creations (consumer‑focused AI/robotics), and retain a controlling block in ONCO after the transaction.
• Closing Timeline: Expected before end of Q3 2026; subject to TSX Venture Exchange approval and ONCO shareholder vote.
• Conference Call: February 13, 2026 at 2:00 p.m. ET (Zoom registration link provided) to discuss the deal and status of the 2025 financial statement audit.
• Additional Compensation: Realbotix granted its new CFO, Scott Meyers, 150,000 stock options at C$0.32 per share; three‑year vesting schedule (one‑third each year), expires five years from grant date.
• Regulatory Status: Transaction is arm’s length and complies with TSX Venture Exchange policies.

Notable Quotes

“Realbotix has been defined by its two main businesses… The decision was made to seek ways to separate them while also creating additional value for Realbotix shareholders… We feel this transaction accomplishes those goals on behalf of Realbotix shareholders.” – Andrew Kiguel, CEO

All forward‑looking statements are subject to risks and uncertainties detailed in the company’s filings.