Onconetix (ONCO) Proxy filing summary

Executive summary

• Entered into a Grid Promissory Note with Realbotix, LLC, providing up to $5 million in unsecured loans, with $2.5 million advanced initially for general corporate and working capital purposes.

• The loan is non-interest bearing unless the Share Exchange Agreement is terminated, in which case a 12% annual interest applies until repayment.

• Upon closing of the pending acquisition, the loan and all obligations are automatically cancelled, and closing cash requirements are reduced by the principal advanced plus $500,000.

• The acquisition involves exchanging all equity interests of Realbotix for newly issued shares, subject to customary closing conditions including a minimum net cash requirement.

• Realbotix Corp. guarantees the obligations under the Note, with enforceability subject to regulatory approvals.

Voting matters and shareholder proposals

• Shareholder approval is required for the acquisition, with a proxy statement/prospectus to be filed and distributed to stockholders.

• Directors, executive officers, and employees of both companies may participate in the solicitation of proxies for the transaction.

Board of directors and corporate governance

• Information about directors and executive officers, including their interests and stock ownership, will be included in the proxy statement/prospectus.

• Any change of control or significant board turnover at Realbotix triggers default provisions in the loan agreement.