Onconetix to Acquire Realbotix LLC, USA-based, AI-Powered Humanoid Robotics Company
Rhea-AI Summary
Onconetix (Nasdaq: ONCO) will acquire Realbotix LLC in an all-stock share exchange that transfers 100% of Realbotix equity to Onconetix. The combined company expects to trade on Nasdaq and the deal is targeted to close in the second half of 2026.
Following closing, Realbotix Parent is expected to own between 75% and 90% of fully diluted common shares; Andrew Kiguel will become CEO of the combined company. Closing remains subject to shareholder and regulatory approvals in the US and Canada.
Positive
- All-stock acquisition secures 100% of Realbotix equity
- Realbotix Parent to own 75%–90% post-close
- Expected Nasdaq listing for the combined company
- Andrew Kiguel appointed CEO of combined company
- Commercially deployed humanoid robots across multiple venues
Negative
- Realbotix Parent majority stake (75%–90%) may limit existing ONCO shareholder control
- All-stock consideration could materially dilute current ONCO holders
- Transaction dependent on US and Canadian securities approvals
- Closing contingent on customary conditions, risking delay beyond H2 2026
Key Figures
Market Reality Check
Peers on Argus
ONCO gained 22.52% while key biotech peers showed mixed, mostly single-digit moves. With no peers in the momentum scanner and no same-day peer news, the reaction appears stock-specific rather than a biotech-wide move.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Sep 26 | Financing & debt actions | Positive | +6.3% | Announced $12.9M private placement and settlement of $8.8M Veru debt. |
| Sep 26 | Merger termination | Neutral | +6.3% | Onconetix and Ocuvex mutually terminated their previously announced merger agreement. |
| Sep 22 | Licensing agreement | Positive | +3.0% | Subsidiary Proteomedix licensed IP and reagents for Immunovia’s PancreaSure test. |
Recent corporate and financing announcements have coincided with positive single‑digit price gains, suggesting the stock has tended to react constructively to strategic and balance sheet developments.
Over the past months, Onconetix reported several capital‑structure and strategic moves. On Sep 22, 2025, its Proteomedix subsidiary licensed IP to Immunovia, tied to $700,000 plus royalties, and shares rose 3.03%. On Sep 26, 2025, it announced a $12.9M private placement and debt settlement, and separately a mutual termination of the Ocuvex merger; the stock gained 6.27%. Against this backdrop, today’s AI-focused acquisition marks another major strategic shift from its prior oncology-centric trajectory.
Market Pulse Summary
This announcement marks a major strategic pivot, with Onconetix agreeing to acquire 100% of Realbotix in an all‑stock deal that would leave Realbotix’s parent owning between 75% and 90% of the combined company. The move transitions the story from oncology and diagnostics toward AI‑powered humanoid robotics. Investors may track closing progress into the second half of 2026, integration milestones, and how the new leadership team articulates a coherent business model and commercialization roadmap.
Key Terms
all-stock transaction financial
humanoid robotics technical
ai-powered technical
AI-generated analysis. Not financial advice.
A leading AI and humanoid robotics company has commercially available models designed, built and manufactured in the United States of America
CINCINNATI, Feb. 12, 2026 (GLOBE NEWSWIRE) -- Onconetix, Inc., (Nasdaq: ONCO) (“Onconetix” or the “Company”), (formerly Blue Water Biotech Inc), and Realbotix LLC. (“Realbotix”), a wholly-owned subsidiary of Realbotix Corp. (TSX-V: XBOT) (“Realbotix Parent “), today announced the signing of a definitive share exchange agreement pursuant to which Onconetix will acquire
Realbotix LLC is Realbotix Corp’s subsidiary that is focused on researching, designing, building and manufacturing AI-powered, highly customizable humanoid robotics. The robots are used for customer-facing roles in industries such as healthcare, education, hospitality and entertainment.
Realbotix is a leader in embodied and physical AI with its patented technologies enabling lifelike expressions, vision, and social interaction. Its robots are known for their highly realistic human appearance and human-centric AI models. Realbotix robots are unique in their ability to operate autonomously via various AI platforms and do not require teleopertions from a human
Andrew J. Oakley, Chairman of the Board of Onconetix, stated, “We are excited about the opportunity to change the company’s strategic direction by combining with Realbotix. Realbotix is pioneering and leading the development and commercialization of humanoid robots which we believe will significantly enhance shareholder value.”
“Realbotix confidently places its robots, with customized embedded AI, into public venues to act autonomously and unscripted,” said Andrew Kiguel, Realbotix Corp CEO. Our vision system has advanced to be able to interpret emotional visual cues, situations and even read and see colors. We have proudly demonstrated this in various locations, including CES 2026.”
Realbotix Achievements:
- First enterprise client secured - Ericsson, global telecoms company
- First robot interviewed live on national television - Fox Business, 2024
- First customer service robot used in a shopping mall - Fashion Show Mall, Las Vegas, 2025
- First robot greeter at a conference - Bitcoin Conference, 2025
- First media interview guest - CNN, 2025
- First robot podcast guest - Digital Social Hour, 2025
- First robot with social media pages - TikTok, Instagram and Youtube
- First robot used in store’s grand opening - tm:rw in Times Square, NYC, 2025
- First robot product specialist - Ericsson Innovation, Verizon Head office, 2025
Mr. Kiguel added, “We are excited to partner with Onconetix in this strategic transaction that we believe unlocks significant value for our shareholders. Realbotix has demonstrated exceptional performance as part of our portfolio, and we believe this transaction provides the optimal path forward for the business while allowing our shareholders to participate in the substantial upside potential of the combined entity.”
Upon closing of the proposed transaction, Onconetix will acquire all the issued and outstanding equity interests of Realbotix in exchange for newly issued shares of common stock of Onconetix. Immediately following the closing of the transaction, Realbotix Parent will own between
The transaction, which has been unanimously approved by the boards of directors of both Onconetix and Realbotix Parent, is subject to customary closing conditions, including approval by Onconetix shareholders, receipt of required regulatory approvals, including applicable securities law clearances in the United States and Canada, and other customary conditions. The transaction is expected to close in the second half of 2026, and the combined company is expected to trade on Nasdaq.
About Onconetix, Inc.
Onconetix (Nasdaq: ONCO) is a commercial stage biotechnology company focused on the research, development and commercialization of innovative solutions for and oncology. Onconetix owns Proclarix®, an in vitro diagnostic test for prostate cancer originally developed by Proteomedix and approved for sale in the European Union (“EU”) under the IVDR, which it anticipates will be marketed in the U.S. as a lab developed test (“LDT”) through its license agreement with Labcorp. For more information, visit www.onconetix.com.
About Realbotix, LLC
Realbotix, LLC, a wholly-owned subsidiary of Realbotix Corporation (TSX-V: XBOT) develops AI-powered robots designed for human interaction. The company is based in Las Vegas, NV. For more information, please visit www.realbotix.ai.
Forward-Looking Statements
Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” and “intend,” among others. These forward-looking statements (including, without limitation, the anticipated benefits and opportunities that may be generated by the proposed transaction described herein) are based on Onconetix’s current expectations and actual results could differ materially. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, the occurrence of any event, change, or other circumstances that could give rise to the right of one or both of the parties to terminate the share exchange agreement; the possibility that the proposed transaction does not close when expected or at all because the conditions to closing are not satisfied on a timely basis or at all, including the failure to timely obtain stockholder approval for the proposed transaction from Onconetix’s stockholders, if at all; risks related to Onconetix’s continued listing on Nasdaq until closing of the proposed transaction; the outcome of any legal proceedings that may be instituted against Realbotix, Onconetix, or the combined company; the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all; the possibility that the vision, goals, and trajectory of the combined company are not timely achieved or realized or achieved or realized at all; the possibility that the proposed transaction may be more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events; the diversion of management’s attention from ongoing business operations and opportunities; changes in Onconetix’s stock price before closing; and other factors that may affect future results of Realbotix, Onconetix, or the combined company. Onconetix does not undertake an obligation to update or revise any forward-looking statement. Investors should read the risk factors set forth in Onconetix’s Annual Report on Form 10-K filed with the SEC on April 11, 2024 (the “10-K”) and periodic reports filed with the SEC on or after the date thereof. All of Onconetix’s forward-looking statements are expressly qualified by all such risk factors and other cautionary statements. The information set forth herein speaks only as of the date thereof.
Additional Information About the Proposed Transaction and Where to Find It
This press release relates to a proposed transaction between Realbotix and Onconetix. In connection with the proposed transaction, Onconetix intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement) to register the common stock to be issued by Onconetix in connection with the proposed transaction. The Registration Statement will include a proxy statement of Onconetix and a prospectus of Onconetix (the “Proxy Statement/Prospectus”), and each of Realbotix and Onconetix may file with the SEC other relevant documents concerning the proposed transaction. After the Registration Statement is declared effective, the definitive Proxy Statement/Prospectus will be sent to the stockholders of Onconetix to seek their approval of the proposed transaction. This press release is not a substitute for the Registration Statement, the Proxy Statement/Prospectus or any other relevant documents that Realbotix or Onconetix has filed or will file with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS OF ONCONETIX ARE URGED TO CAREFULLY AND ENTIRELY READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT REALBOTIX, ONCONETIX, THE PROPOSED TRANSACTION, AND RELATED MATTERS.
A copy of the Registration Statement, Proxy Statement/Prospectus, as well as other relevant documents filed by Realbotix and Onconetix with the SEC, may be obtained free of charge, when they become available, at the SEC’s website at www.sec.gov. The information on Realbotix or Onconetix’s respective websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.
Participants in the Solicitation
Realbotix, Onconetix and certain of their respective directors, executive officers, and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Onconetix, their ownership of Onconetix common stock, and Onconetix’s transactions with related persons is set forth in the 10-K and definitive proxy statement for Onconetix’s 2025 special meeting of stockholders, as filed with the SEC on November 10, 2025, and other documents that may be filed from time to time with the SEC. Additional information about the directors and executive officers of Realbotix and Onconetix and other persons who may be deemed to be participants in the solicitation of stockholders of Onconetix in connection with the proposed transaction and a description of their direct and indirect interests will be included in the Proxy Statement/Prospectus related to the proposed transaction or other relevant materials, which will be filed with the SEC. These documents may be obtained free of charge, when they become available, at the SEC’s website at www.sec.gov and from Onconetix using the sources indicated above.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or sell any securities or the solicitation of any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or in a transaction exempt from the registration requirements of the Securities Act.
Investor and Media Contact Information:
Onconetix, Inc.
201 E. Fifth Street, Suite 1900
Cincinnati, OH 45202
Phone: (513) 620-4101
Investor Contact Information:
Onconetix Investor Relations
Email: investors@onconetix.com
FAQ
What is Onconetix (ONCO) acquiring from Realbotix in the February 12, 2026 deal?
How much of the combined company will Realbotix Parent own after the ONCO acquisition?
When is the Onconetix and Realbotix transaction expected to close and list on Nasdaq?
Who will lead the combined company after the Onconetix acquisition of Realbotix?
What regulatory and shareholder approvals are required for the ONCO-Realbotix deal?
