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

Key Terms

all-stock transaction financial

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fully diluted capital structure financial

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working capital financial

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arm's length transaction regulatory

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options financial

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LAS VEGAS--(BUSINESS WIRE)-- Realbotix Corp. (TSX-V: XBOT) (Frankfurt: 76M0.F) (OTC: XBOTF) (“Realbotix” or the “Parent Company”), a leader in AI-powered humanoid robots, announces it has entered into a definitive agreement with Onconetix, Inc (NASDAQ: ONCO) (“ONCO”), pursuant to which ONCO will acquire 100% of Realbotix, LLC (“RealLLC” or the “Subsidiary”), a wholly owned subsidiary of Realbotix in an all-stock transaction.

RealLLC is a Nevada based wholly owned subsidiary of Realbotix. RealLLC focuses on the research, development, design and manufacture of AI-powered humanoid robots for use by commercial clients in consumer facing roles such as customer service, healthcare, education, hospitality and entertainment. RealLLC’s operations and assets include the Realbotix’s robotics engineering team, the AI software development team, certain robotics patents and IP related to Realbotix’s robotics business.

RealLLC 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 with a patented AI-Vision system. Realbotix robots are autonomous and do not require teleoperation from a human to function. RealLLC carries an estimated book value of $1.8 million as per Realbotix’s most recent financial statements, or approximately 18% of its balance sheet.

Transaction Highlights

Under the terms of the agreement, signed February 11, 2026, ONCO will issue common stock to Realbotix in exchange for 100% ownership of RealLLC. In consideration, Realbotix will receive a variable percentage of ONCO’s common stock, ranging from 75% to 90% of the fully diluted capital structure immediately following the closing. The final ownership split will be determined by a sliding scale based on the net cash held by ONCO at the time of closing, which is subject to certain minimum working capital requirements. Additionally, Realbotix will maintain the right to appoint four out of five directors to the ONCO board of directors subsequent to the transaction.

Currently, Realbotix has two main subsidiaries, each with a different focus. RealLLC, described above, and Abyss Creations, which is a direct to adult consumer business. Each subsidiary currently has its own teams, accounting and banking. RealLLC will continue to have a B2B focus on customer service, hospitality, healthcare and entertainment. Realbotix, the Parent Company, will continue to operate Abyss Creations and own a controlling block (described above) in ONCO once the transaction closes. Abyss Creations, owned by the Parent Company, will maintain its focus on hardware and AI for companionship and wellness targeted to adult consumers via direct sales.

“Realbotix has been defined by its two main businesses. One has a focus of bringing AI, robotics and highly realistic silicone based products to individual consumers. The other is focused on building sophisticated AI and robots for use in commercial and corporate use cases. 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 US exchange like the NASDAQ to unlock value. We feel this transaction accomplishes those goals on behalf of Realbotix shareholders.”

Following the completion of the transaction, RealLLC will become a wholly-owned subsidiary of ONCO, and ONCO will continue to trade on the NASDAQ. ONCO will operate under the name Realbotix (or such other name as the parties may determine) and will be positioned as a premier, USA-made, AI-powered humanoid robotics company. The agreement was signed February 11, 2026.

The transaction is expected to close before the end of Q3 2026. Realbotix will hold a call on February 13th at 2:00 p.m. EST to discuss the transaction and provide an update, including the status of the 2025 financial statement audit, to shareholders and interested parties.

The Transaction is an arm's length transaction (as defined in the policies of the TSX Venture Exchange) and remains subject to the final approval of the TSX Venture Exchange and approval of the ONCO stockholders.

In addition, Realbotix has issued to Scott Meyers, Realbotix's new Chief Financial Officer, 150,000 options at C$0.32 to purchase common shares of Realbotix. The options are exercisable over a three year period and vest as to one third every twelve months following the date of grant. The options expire five years following the date of grant.

Call Details
Date: Friday, February 13, 2026.
Time: 2:00 p.m ET
Registration: https://us06web.zoom.us/webinar/register/WN_D57sY_59RqCoypHlaCfDJg.

About Realbotix Corp.

Realbotix designs and manufactures AI-powered intelligent humanoid robots for entertainment, customer service, and companionship.

Manufactured in the United States, Realbotix’s patented AI and robotics technologies enable lifelike expressions, motion, vision, and social engagement, positioning us as a category leader in the rapidly evolving field of human-centric robotics.

Realbotix.com: Product site
Realbotix.AI: Corporate and Investor site

Keep up-to-date on Realbotix developments by joining our online communities on Twitter, LinkedIn, and YouTube.

Follow Aria, our humanoid robot, on Instagram and TikTok.

About Realbotix, LLC

Realbotix, LLC, a wholly-owned subsidiary of Realbotix Corporation (TSX-V: XBOT) develops AI-powered robots designed for human interaction in commercial and public settings. The company is based in Las Vegas, NV.

About ONCO

Onconetix, Inc. (NASDAQ: ONCO) has been a commercial stage biotechnology company focused on the research, development and commercialization of proprietary therapeutics, diagnostics and services for clinicians and patients for oncology. It is headquartered in Cincinnati, OH. For more information, please visit www.onconetix.com.

Forward-Looking Statements

This news release includes certain forward-looking statements as well as management’s objectives, strategies, beliefs and intentions. Forward looking statements are frequently identified by such words as “may”, “will”, “plan”, “expect”, “anticipate”, “estimate”, “intend” and similar words referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, as described in more detail in our securities filings available at www.sedarplus.ca. Actual events or results may differ materially from those projected in the forward-looking statements and we caution against placing undue reliance thereon. We assume no obligation to revise or update these forward-looking statements except as required by applicable law. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260212459819/en/

Andrew Kiguel, CEO

Email: contact@realbotix.com

Jennifer Karkula, Head of Communications

Email: contact@realbotix.com

media@realbotix.com

sales@realbotix.com

Telephone: 647-578-7490

Source: Realbotix Corp.