Mr. Andrew Kiguel reports

REALBOTIX CORP. ANNOUNCES THE SALE OF REALBOTIX, LLC SUBSIDIARY TO A NASDAQ LISTED ISSUER

Realbotix Corp. has entered into a definitive agreement with Onconetix Inc (Nasdaq: ONCO), pursuant to which ONCO will acquire 100 per cent of Realbotix LLC, 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 artificial-intelligence-powered humanoid robots for use by commercial clients in consumer-facing roles such as customer service, health care, 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 per cent of its balance sheet.

Transaction highlights

Under the terms of the agreement, signed Feb. 11, 2026, ONCO will issue common stock to Realbotix in exchange for 100-per-cent ownership of RealLLC. In consideration, Realbotix will receive a variable percentage of ONCO's common stock, ranging from 75 per cent to 90 per cent 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 (business-to-business) focus on customer service, hospitality, health care and entertainment. Realbotix, the parent company, will continue to operate Abyss Creations and own a controlling block 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 U.S. 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, United States-made, AI-powered humanoid robotics company. The agreement was signed Feb. 11, 2026.

The transaction is expected to close before the end of Q3 2026. Realbotix will hold a call on Feb. 13 at 2 p.m. ET 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 32 cents to purchase common shares of Realbotix. The options are exercisable over a three-year period and vest as to one-third every 12 months following the date of grant. The options expire five years following the date of grant.

Call details

Date:  Friday, Feb. 13, 2026

Time:  2 p.m. ET

About Realbotix Corp.

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

About Realbotix LLC

Realbotix LLC, a wholly owned subsidiary of Realbotix, develops AI-powered robots designed for human interaction in commercial and public settings. The company is based in Las Vegas, Nev.

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