Onconetix, Inc. filed a current report on Form 8-K on November 6, 2026, disclosing that on November 4, 2026, it entered into the First Amendment to its Share Exchange Agreement with Realbotix Corp., Simulacra Corporation, and Realbotix, LLC.

Key Highlights

  • End Date extended: The Parties agreed to extend the End Date of the Share Exchange Agreement to March 31, 2027.
  • Ownership threshold: If Net Cash is less than $12.5 million and the Parties proceed with Closing, the Seller will own 95% of the Fully Diluted Shares of the Buyer.
  • Net Cash definition updated: The amended definition of Net Cash includes cash, cash equivalents, and the unpaid principal balance and accrued interest outstanding as of Closing under a Grid Promissory Note dated September 11, 2026, between Onconetix and Parent.
  • Original agreement date: The Share Exchange Agreement was originally entered into on February 11, 2026.
  • Registration Statement planned: Onconetix disclosed it intends to file a Registration Statement on Form S-4 with the SEC to register the common stock to be issued in connection with the proposed transaction.

Onconetix and Realbotix Parties Modify Share Exchange Terms in First Amendment

According to the filing, Onconetix, Inc. (NASDAQ:ONCO), a Delaware corporation, along with Realbotix Corp. (a company existing under the laws of the Province of Ontario), 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 Corporation), executed the First Amendment to their Share Exchange Agreement on November 4, 2026. The original Share Exchange Agreement had been entered into on February 11, 2026.

The First Amendment introduced three key changes to the agreement, as the filing described. First, the Parties agreed that if Net Cash is less than $12.5 million and the Parties proceed with Closing, the Seller will own 95% of the Fully Diluted Shares of the Buyer. Second, the definition of Net Cash was updated to include cash, cash equivalents, and the unpaid principal balance and accrued interest outstanding as of Closing under the Grid Promissory Note dated September 11, 2026, between Onconetix and Parent. Third, the End Date was extended to March 31, 2027.

The filing noted that the section describing 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," which was attached as Exhibit 2.1. Onconetix also disclosed that it intends to file a Registration Statement on Form S-4, which will include a Proxy Statement/Prospectus, to seek stockholder approval of the proposed transaction. The filing contains forward-looking statements that, according to Onconetix's cautionary language, are subject to a number of factors that could cause actual results to differ materially.

What Was Disclosed

Onconetix reported that it and the other Parties to the Share Exchange Agreement signed a First Amendment on November 4, 2026, modifying ownership terms if Net Cash falls below $12.5 million, updating the Net Cash definition to include a Grid Promissory Note, and extending the End Date to March 31, 2027.