Onconetix, Inc. filed a current report on Form 8-K on November 6, 2026, disclosing that the company and its counterparties executed the First Amendment to the Share Exchange Agreement with Realbotix on November 4, 2026, modifying several key terms of the transaction originally signed February 11, 2026.

Key Highlights

  • End Date extended: The First Amendment moves the transaction End Date to March 31, 2027, according to the filing.
  • Seller ownership threshold: If Net Cash at Closing is less than $12.5 million and the parties proceed, the Seller will own 95% of the Fully Diluted Shares of the Buyer.
  • Net Cash definition broadened: The amended definition includes cash, cash equivalents, and the unpaid principal balance and accrued interest outstanding under a Grid Promissory Note dated September 11, 2026, between Buyer and Parent.
  • Parties to the amendment: Onconetix, Realbotix Corp. (Ontario), Simulacra Corporation (Delaware, wholly-owned subsidiary of Parent), and Realbotix, LLC (Delaware, wholly-owned subsidiary of Simulacra) all executed the First Amendment.
  • Exchange listing: Onconetix common stock trades on NASDAQ:ONCO; the filing notes risks related to continued Nasdaq listing until closing of the proposed transaction.
  • Stockholder approval required: Onconetix intends to file a Registration Statement on Form S-4 and a Proxy Statement/Prospectus to seek stockholder approval of the proposed transaction.

Onconetix and Realbotix Revise Share Exchange Conditions and Closing Timeline

Onconetix, Inc., a Delaware corporation headquartered at 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio, is an emerging growth company listed on NASDAQ:ONCO. The company originally entered into a Share Exchange Agreement on February 11, 2026, with Realbotix Corp. (a company organized under Ontario law), Simulacra Corporation (a Delaware corporation and wholly-owned subsidiary of Realbotix Corp.), and Realbotix, LLC (a Delaware limited liability company and wholly-owned subsidiary of Simulacra). The proposed transaction would have Onconetix serve as the Buyer in a share exchange arrangement involving these entities.

According to the filing, the First Amendment executed November 4, 2026 introduced three specific changes to the original agreement. First, it established that if Net Cash is below $12.5 million at the time the parties proceed with Closing, the Seller will hold 95% of the Fully Diluted Shares of the Buyer. Second, it expanded the definition of Net Cash to encompass the unpaid principal balance and accrued interest outstanding under a Grid Promissory Note dated September 11, 2026, between Onconetix and Parent, in addition to cash and cash equivalents. Third, it extended the End Date from its previous deadline to March 31, 2027, providing the parties additional time to satisfy closing conditions.

The filing states that the description of the First Amendment "does not purport to describe all of the terms thereof" and that the summary is "qualified in its entirety by reference to the complete text of the First Amendment," attached as Exhibit 2.1. The filing also indicates that Onconetix plans to register the common stock to be issued in the transaction via a Form S-4 Registration Statement and will distribute a Proxy Statement/Prospectus to stockholders to seek their approval. The filing contains forward-looking statements that, according to Onconetix's own cautionary language, are subject to a range of risks, including the possibility that the transaction does not close and risks to continued Nasdaq listing prior to closing.

What Was Disclosed

Onconetix disclosed the First Amendment to its Share Exchange Agreement with Realbotix and affiliated entities, revising the Net Cash definition to include a September 11, 2026 promissory note, setting a 95% Seller ownership threshold if Net Cash falls below $12.5 million at Closing, and extending the End Date to March 31, 2027.