As previously disclosed, on February 11, 2026, Onconetix, Inc., a Delaware corporation ("Onconetix" or "Buyer"), entered into a Share Exchange Agreement (the "Share Exchange Agreement"), by and among (i) Onconetix, (ii) Realbotix Corp., a company existing under the laws of the Province of Ontario ("Parent"), (iii) Simulacra Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (the "Seller"), and (iv) Realbotix, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Seller ("Realbotix"). Unless otherwise defined herein, the capitalized terms used below are defined in the Share Exchange Agreement.
On November 4, 2026, Onconetix, Parent, the Seller, and Realbotix (the "Parties") entered into the First Amendment to the Share Exchange Agreement (the "First Amendment"). Pursuant to the First Amendment, the Parties agreed that (i) if the Net Cash is less than $12.5 million and the Parties proceed with Closing, then the Seller will own 95% of the Fully Diluted Shares of the Buyer; (ii) the definition of Net Cash includes cash, cash equivalents and the unpaid principal balance and accrued interest outstanding as of the Closing under that certain Grid Promissory Note, dated September 11, 2026, between Buyer and Parent and (iii) the End Date shall be extended to March 31, 2027.
This section describes the material provisions of the First Amendment but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the First Amendment, a copy of which is attached hereto as Exhibit 2.1.