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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 11, 2026
Onconetix, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-41294 |
|
83-2262816 |
(State or other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio |
|
45202 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (513) 620-4101
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
| Common Stock, par value $0.00001 per share |
|
ONCO |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
On September 11, 2026, Onconetix,
Inc. (the “Company”) entered into a Grid Promissory Note (the “Note”) with Realbotix, LLC (“Realbotix”),
pursuant to which the Company agreed to make available to Realbotix loans in an aggregate principal amount of up to $5.0 million, of which
$2.5 million was advanced on September 11, 2026. The proceeds of the loans may be used by Realbotix for general corporate and working
capital purposes. The Note is an unsecured obligation of Realbotix. The Note matures on September 11, 2027 and does not bear interest
prior to the earlier of the closing of the transactions contemplated by the Share Exchange Agreement, dated February 11, 2026 (the “Share
Exchange Agreement”), or the termination of the Share Exchange Agreement. If the Share Exchange Agreement is terminated, interest
will accrue on the outstanding principal balance at a rate of 12% per annum until the Note is paid.
On February 11, 2026, the
Company entered into the Share Exchange Agreement with Realbotix, Realbotix Corp. and Simulacra Corporation, pursuant to which, subject
to the terms and conditions thereof, the Company will acquire all of the issued and outstanding equity interests of Realbotix in exchange
for newly issued shares of the Company’s common stock (the “Realbotix Transaction”). The consummation of the
Realbotix Transaction is subject to customary closing conditions, including the Company having at least $12.5 million in Net Cash at
closing.
Upon the closing of the transactions
contemplated by the Share Exchange Agreement, the Note and all obligations thereunder will automatically be cancelled and discharged,
and the Net Cash at Closing under the Share Exchange Agreement will be increased by $500,000 plus the aggregate principal amount then
outstanding under the Note.
Realbotix’s obligations
under the Note are guaranteed by Realbotix Corp. pursuant to a Guaranty of Payment, dated September 11, 2026 (the “Guaranty”).
The foregoing descriptions of the Note and the Guaranty do not purport to be complete and are qualified in their entirety by reference
to the Note and the Guaranty, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On September 14, 2026, Onconetix,
Inc. issued a press release regarding the loan to Realbotix, LLC described in Item 1.01 above. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained
in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Form
of Grid Promissory Note, dated September 11, 2026, by and between Realbotix, LLC and Onconetix, Inc. |
| 10.2 |
|
Form of Guaranty
of Payment, dated September 11, 2026, by Realbotix Corp. in favor of Onconetix, Inc. |
| 99.1 |
|
Press Release, dated September 14, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Onconetix, Inc. |
| |
|
| Dated: September 14, 2026 |
By: |
/s/ David A. White |
| |
|
David A. White |
| |
|
Chief Executive Officer |
Exhibit 99.1
Filed by Onconetix, Inc.
Pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-6(b)
under the Securities Exchange Act of 1934
Subject Company: Onconetix, Inc.
Commission File No.: 001-41294
Date: September 14,2026
Onconetix Provides Strategic Bridge Financing
to Realbotix LLC in Support of Pending Acquisition
Initial Advance of $2.5 Million to Realbotix
LLC to Support Growth and Working Capital; Non-Interest Bearing Facility Is Automatically Cancelled and Discharged in Full Upon Closing
of Pending Acquisition
CINCINNATI, Ohio – September 14, 2026,
2026 – Onconetix, Inc. (Nasdaq: ONCO) ("Onconetix" or the "Company") today announced that it has provided
a strategic bridge financing facility of up to $5,000,000 to Realbotix LLC ("Realbotix"), the target of its previously announced
pending acquisition, to support Realbotix's growth and working capital needs while the parties advance toward closing of the acquisition.
The financing was provided in connection with the Share Exchange Agreement between the two companies, announced on February 12, 2026.
The facility provides for an aggregate principal
amount of up to $5,000,000, with an initial advance of $2,500,000.
The facility is non-interest bearing prior to
the closing of the Share Exchange Agreement. Upon closing of the acquisition, the facility and all obligations thereunder will be automatically
cancelled and discharged in full. In addition, the cash required at closing of the acquisitions will be reduced by the total principal
advanced under the facility plus an additional $500,000. If the Share Exchange Agreement is terminated, interest accrues at 12% per annum
from the date of termination. A description of the Note is included in Onconetix’s Current Report on Form 8-K filed with the SEC
on September 14, 2026. The full text of the Note is filed as an exhibit to that report and is available at www.sec.gov.
As previously announced on February 12, 2026,
Onconetix entered into the Share Exchange Agreement to acquire 100% of the issued and outstanding equity interests of Realbotix LLC in
an all-stock transaction. The combined company is expected to trade on Nasdaq following closing, which is subject to Onconetix shareholder
approval, required regulatory approvals, and other closing conditions.
This communication is being provided for informational
purposes only. Investors are cautioned not to place undue reliance on forward-looking or projected information.
About Onconetix, Inc.
Onconetix, Inc. (Nasdaq: ONCO) is a commercial-stage
biotechnology company focused on the research, development, and commercialization of innovative oncology solutions. Onconetix owns Proclarix®,
an in vitro diagnostic test for prostate cancer originally developed by Proteomedix and approved for sale in the European Union under
the IVDR, which it anticipates will be marketed in the U.S. as a lab developed test through its license agreement with Labcorp. For more
information, visit www.onconetix.com.
About Realbotix LLC
Realbotix LLC is a wholly-owned subsidiary of
Realbotix Corp. (TSX-V: XBOT; Frankfurt: 76M0.F; OTC: XBOTF) and the target of Onconetix’s pending acquisition. Realbotix LLC develops
AI-powered humanoid robots designed for human interaction across enterprise and consumer environments. Manufactured in the United States,
Realbotix’s patented AI and robotics technologies enable lifelike expressions, motion, vision, and social engagement. For more information,
visit www.realbotix.ai.
Additional Information and Where to Find It
In connection with the proposed transaction between
Realbotix and Onconetix, 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 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, as filed with the SEC on March 13, 2026, 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.
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 March 13, 2026 (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.
Investor and Media Contact:
Onconetix, Inc.
201 E. Fifth Street, Suite 1900
Cincinnati, OH 45202
Phone: (513) 620-4101
Email: investors@onconetix.com
