Entry into a Material Definitive Agreement · Material Modification to Rights of Security Holders · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events
Item 1.01 Entry into a Material Definitive Agreement. On the Effective Date, in connection with the consummation of the Domestication, pursuant to the NRS and as permitted by the Bylaws (as defined below), the Company entered into indemnification and advancement agreements with each of the Company’s executive officers and directors providing for the indemnification of, and advancement of expenses…
Oncolytics is a clinical-stage biotechnology company developing pelareorep, an investigational intravenously delivered double-stranded RNA immunotherapeutic agent. Pelareorep has demonstrated encouraging results in multiple first-line pancreatic cancer studies, two randomized Phase 2 studies in metastatic breast cancer, and early-phase studies in anal and colorectal cancer. It is designed to induce anti-cancer immune responses by converting immunologically “cold” tumors “hot” through the activation of innate and adaptive immune responses.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On the Effective Date, in
connection with the consummation of the Domestication, pursuant to the NRS and as permitted by the Bylaws (as defined below), the Company
entered into indemnification and advancement agreements with each of the Company’s executive officers and directors providing for
the indemnification of, and advancement of expenses to, each such person in connection with claims, suits, or proceedings arising as
a result of such person’s service as an officer or director of the Company (the “Indemnification Agreements”).
The above description of the
Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form
of indemnification and advancement agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03 Material Modification to Rights of Security Holders.
On the Effective Date
and in connection with the Domestication, the Company filed with the Nevada Secretary of State: (i) the
Articles of Domestication of Oncolytics Biotech Inc. (the “Articles of Domestication”); and (ii) the Articles of
Incorporation of Oncolytics Biotech Inc. (the “Articles of Incorporation”). In addition, the Company adopted bylaws (the
“Bylaws”), which became effective on the Effective Date. Each of the Articles of Domestication, the Articles of
Incorporation, and the Bylaws are described in the Company’s management information circular/prospectus (the
“Circular/Prospectus”), which constitutes a part of the Company’s registration statement on Form F-4 (File
No. 333-290954), as amended, filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared
effective on December 9, 2025.
Upon consummation of the Domestication,
the rights of the Company’s stockholders are now governed by the Articles of Incorporation, the Bylaws, and Nevada law, which contain
provisions that differ in certain respects from Oncolytics British Columbia’s organizational documents and British Columbia law.
The section of the Circular/Prospectus entitled “Annex K - Material Differences between British Columbia Corporate Law and Nevada
Corporate Law” describes the general effects of changes to the rights of the Company’s stockholders, and is incorporated herein
by reference. More detailed descriptions of the Articles of Incorporation and the Bylaws are set forth in the Circular/Prospectus under
“Proposal No. 2: The Domestication,” and such descriptions are incorporated by reference herein. The information set
forth in the Introductory Note and Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Exhibit 99.1 attached
hereto contains a description of the Company’s authorized capital stock as set forth in the Articles of Incorporation, which description
is incorporated by reference into this Item 3.03.
Such descriptions do not purport
to be complete and are qualified in their entirety by reference to the full text of the Articles of Domestication, the Articles of Incorporation,
and the Bylaws, copies of which are attached hereto as Exhibits 3.1, 3.2, and 3.3, respectively, each of which is incorporated herein
by reference.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Domestication,
the board of directors of the Company (the “Board”) adopted the Oncolytics Biotech Inc. 2026 Incentive Award Plan (the “2026
Plan”), which became effective on the Effective Date.
As of the Effective Date,
the Company may not grant any new awards under the Oncolytics Biotech Inc. Amended and Restated Stock Option Plan and the Oncolytics Biotech
Inc. Amended and Restated Incentive Share Award Plan (collectively, the “Prior Plans”), but any awards granted under the Prior
Plans will continue to be subject to the terms and conditions of the applicable Prior Plan. The aggregate number of shares of Common Stock
that may be issued under the 2026 Plan equals the sum of: (i) 6,500,000 shares; (ii) any shares that remain available for issuance
under the Prior Plans as of the Effective Date; (iii) any shares subject to awards under the Prior Plans which are forfeited or lapse
unexercised and which are not issued under the Prior Plans; and (iv) an annual increase on the first day of each calendar year, beginning
January 1, 2027 and ending on and including January 1, 2036, equal to the lesser of (x) 6% of the aggregate number of shares
of Common Stock outstanding on the final day of the immediately preceding calendar year and (y) such smaller number of shares as
is determined by the Board or its compensation committee.
A more detailed description
of the 2026 Plan is set forth in the Circular/Prospectus under “Proposal No. 3: Approval and Adoption of the 2026 Incentive
Award Plan” and such description is incorporated by reference herein. The foregoing description of the 2026 Plan does not purport
to be complete and is qualified in its entirety by reference to the full text of the 2026 Plan and the forms of award agreements thereunder,
which are attached hereto as Exhibits 10.2, 10.3, 10.4, and 10.5, respectively, and are incorporated by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth
in the Introductory Note and Item 3.03 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.
Copies of the Articles of
Incorporation and the Bylaws are attached hereto as Exhibit 3.2 and Exhibit 3.3, respectively, and are incorporated herein by
reference.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
Press Release
On April 1, 2026, the
Company issued a press release with respect to the completion of the Domestication. A copy of this press release has been filed with this
Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
Filed exhibits (1)
EX-99.2 (by filename) tm2610715d1_ex99-2.htm
EX-99.2
3
tm2610715d1_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
Oncolytics Biotech ® Completes
Domicile Change to the United States
SAN DIEGO, CA, April 1, 2026 - Oncolytics Biotech® Inc. (Nasdaq: ONCY) (“Oncolytics” or the “Company”), a clinical-stage immunotherapy
company developing pelareorep, today announced the completion of the previously announced change in the jurisdiction of incorporation
of Oncolytics from the Province of Alberta in Canada to the State of Nevada in the United States (the “Domestication”) through
a series of transactions in which the Company first continued its existence from the Province of Alberta in Canada to the Province of
British Columbia in Canada on March 17, 2026. The Company will retain its office in Calgary, while the San Diego office will become
the Company’s new headquarters.
The Domestication was approved by the Company’s
shareholders at the Special Meeting of Shareholders held on January 15, 2026. The Company completed the Domestication on March 31,
2026, when necessary filings were submitted to, and made effective by, the Nevada Secretary of State. The Company’s common stock
will continue to trade on The Nasdaq Stock Market LLC under the …