[8-K] ONCOLYTICS BIOTECH INC Reports Material Event
Rhea-AI Filing Summary
Oncolytics Biotech Inc. has completed a two-step redomestication, moving its jurisdiction of incorporation from Alberta to British Columbia and then, on March 31, 2026, to Nevada, while keeping its name and Nasdaq listing under the ticker ONCY.
Each outstanding share automatically became one share of Nevada common stock with a $0.001 par value, and a new CUSIP (68237V 103) and ISIN (US68237V1035) now apply. The company adopted new Nevada Articles of Incorporation and Bylaws, entered into indemnification and advancement agreements with directors and executive officers, and designated Nevada and U.S. federal courts as exclusive forums for certain claims.
In connection with the move, the board approved a new 2026 Incentive Award Plan with 6,500,000 shares available plus additional shares from prior plans and an annual increase formula through 2036, while closing prior equity plans to new awards. New risk factors highlight that Nevada law and the governing documents may reduce stockholder rights and make corporate disputes and changes in control more difficult.
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Insights
Oncolytics shifts to Nevada governance and adopts a sizable evergreen equity plan.
Oncolytics Biotech completed its move to a Nevada corporate domicile, which changes the legal framework for fiduciary duties, stockholder litigation, and internal affairs. The new Articles of Incorporation and Bylaws now govern stockholder rights instead of British Columbia law and prior organizational documents.
The filing highlights Nevada statutes that allow broad limitation of director and officer liability and expansive indemnification and advancement of expenses. Exclusive-forum provisions channel internal corporate claims to Nevada courts and Securities Act claims to U.S. federal courts, which may discourage some suits and alter stockholder remedies.
The new 2026 Incentive Award Plan authorizes 6,500,000 shares initially, plus unused shares from prior plans and an annual increase of up to 6% of outstanding shares from 2027 through 2036. This creates a long-term equity issuance mechanism that could be meaningful over time, though actual impact depends on future board decisions and company performance.
8-K Event Classification
Key Figures
Key Terms
Domestication regulatory
Continuance regulatory
Indemnification Agreements financial
2026 Incentive Award Plan financial
exclusive forum regulatory
foreign private issuer regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined 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).
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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. ¨
Introductory Note
This Current Report on Form 8-K is being filed by Oncolytics Biotech Inc., a Nevada corporation (“Oncolytics Nevada”) that previously existed under the laws of Alberta, Canada (“Oncolytics Alberta”) and the laws of British Columbia (“Oncolytics British Columbia”). For purposes of this Current Report on Form 8-K, the terms the “Company,” “Oncolytics,” “we,” “us,” and “our” refer to (i) Oncolytics Nevada, (ii) Oncolytics Alberta, or (iii) Oncolytics British Columbia, as applicable.
As previously disclosed, at the Company’s Special Meeting of Shareholders held on January 15, 2026 (the “Special Meeting”), the Company’s shareholders approved the Continuance (as defined below) and the Domestication (as defined below).
On March 17, 2026, the Company completed the first step of its previously announced two-step redomestication by changing its jurisdiction of incorporation from the Province of Alberta, Canada, to the Province of British Columbia, Canada (the “Continuance”), pursuant to a “continuance” effected in accordance with Section 189 of the Business Corporations Act (Alberta) and a “continuation” in accordance with Section 303 of the Business Corporations Act (British Columbia) (the “BCBCA”). On March 31, 2026 (the “Effective Date”), the Company completed the second step of its redomestication by changing its jurisdiction of incorporation from the Province of British Columbia, Canada, to the State of Nevada in the United States pursuant to a “continuation out” effected in accordance with Section 308 of the BCBCA and a “domestication” under Nevada Revised Statutes (the “NRS”) 92A.270 (the “Domestication”).
Upon effectiveness of the Continuance, each outstanding common share, no par value per share, of Oncolytics Alberta at the time of the Continuance remained issued and outstanding as a common share, no par value per share, of Oncolytics British Columbia. Upon effectiveness of the Domestication, each outstanding share of Oncolytics British Columbia at the time of the Domestication automatically became one outstanding share of common stock, par value $0.001 per share, of Oncolytics Nevada (the “Common Stock”). The Domestication did not result in a change to the Company’s name, and the Common Stock continues to be listed for trading on The Nasdaq Stock Market, LLC under the ticker symbol “ONCY.” Effective April 1, 2026, the CUSIP number for the Common Stock will be 68237V 103 and the ISIN will be US68237V1035.
| 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 3.03 | 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 5.02 | 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 5.03 | 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 8.01 | 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.
Risk Factors
The Company is supplementing the risk factors previously disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026, as further updated with Risk Factors included in any subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (collectively, the “SEC Reports”), with the following risk factors. These risk factors should be read in conjunction with the risk factors included in the SEC Reports.
Nevada law and our governing documents may reduce stockholder rights, limit available remedies, and create uncertainty in corporate disputes.
As a Nevada corporation, the NRS governs fiduciary duties, stockholder voting, stockholder litigation, and other internal affairs. The NRS permits corporations to limit, to the fullest extent permitted by law, the individual liability of directors and officers to corporations, their stockholders and creditors for damages as a result of any act or failure to act as a director or officer and to provide broad indemnification and advancement rights. Our Articles of Incorporation eliminate or limit the liability of our directors and officers to the fullest extent permitted by the NRS, and our Bylaws provide for broad indemnification and advancement of expenses to our directors and officers to the fullest extent permitted by the NRS. These features can make it more difficult for stockholders to bring or sustain claims against directors and officers and may reduce potential recoveries.
Our Bylaws also designate the Eighth Judicial District Court of Clark County, Nevada (or, if that court lacks jurisdiction, another Nevada state court or, if no Nevada state court has jurisdiction, a federal court in Nevada), as the exclusive forum for certain internal corporate claims, and the federal district courts of the United States as the exclusive forum for claims arising under the U.S. Securities Act of 1933, as amended. These provisions may limit a stockholder’s ability to bring claims in a judicial forum the stockholder considers favorable or convenient, may discourage the filing of lawsuits, and could result in increased costs to stockholders who bring such claims. Courts may determine that these provisions are inapplicable or unenforceable in some circumstances, which could lead to parallel litigation and additional costs. While Nevada’s statute-focused approach may be less reliant on case law, Nevada’s case law interpreting its corporate statutes is less developed than case law in other states, such as the State of Delaware, which can make outcomes of corporate disputes less predictable.
Nevada law and provisions in our governing documents could discourage, delay, or prevent a change in control and could depress the trading price of our common stock.
Our Articles of Incorporation and Bylaws include provisions that could make it more difficult for a third party to acquire us or for stockholders to replace or remove directors, including that:
| · | our Board is authorized to issue “blank check” preferred stock with such rights, preferences, and limitations as the Board may determine; |
| · | vacancies on the Board may be filled only by a majority vote of the directors then in office; |
| · | the Board has the sole power to adopt, amend, or repeal the Bylaws and stockholders may only adopt, amend or repeal the Bylaws by a vote of at least two-thirds of the outstanding voting power; |
| · | stockholders may not act by written consent; |
| · | special meetings of stockholders may be called only by or at the direction of the Board, the chair of the Board, or our chief executive officer; |
| · | stockholders must comply with advance notice requirements in order to submit proposals or nominate directors; |
| · | directors may only be removed by a vote of not less than two-thirds of our outstanding voting power; |
| · | holders of common stock have no right to cumulative voting; and |
| · | all internal actions (as defined in the NRS) must be tried before a judge without a jury. |
These provisions can deter acquisition proposals or proxy contests, limit the opportunity for stockholders to realize a control premium, and reduce the likelihood of changes in management or the Board that some stockholders may favor.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit | Description | |
| 3.1* | Articles of Domestication of Oncolytics Biotech Inc. | |
| 3.2 | Articles of Incorporation of Oncolytics Biotech Inc. (incorporated by reference to Exhibit 4.2 of the registrant’s Registration Statement on Form S-8 (File No. 333-294810), filed with the SEC on March 31, 2026). | |
| 3.3 | Bylaws of Oncolytics Biotech Inc. (incorporated by reference to Exhibit 4.3 of the registrant’s Registration Statement on Form S-8 (File No. 333-294810), filed with the SEC on March 31, 2026). | |
| 10.1 | Form of Indemnification and Advancement Agreement between Oncolytics Biotech Inc. and each director and officer (incorporated by reference to Exhibit 10.15 of the registrant’s Annual Report on Form 10-K filed with the SEC on March 30, 2026). | |
| 10.2 | Oncolytics Biotech Inc. 2026 Incentive Award Plan (incorporated by reference to Exhibit 99.1 of the registrant’s Registration Statement on Form S-8 (File No. 333-294810), filed with the SEC on March 31, 2026). | |
| 10.3 | Form of Option Agreement to Oncolytics Biotech Inc. 2026 Incentive Award Plan (incorporated by reference to Exhibit 10.13 of the registrant’s Amendment No. 1 to Registration Statement on Form F-4 (File No. 333-290954), filed with the SEC on December 5, 2025). | |
| 10.4 | Form of Restricted Stock Unit Agreement to Oncolytics Biotech Inc. 2026 Incentive Award Plan (incorporated by reference to Exhibit 10.14 of the registrant’s Amendment No. 1 to Registration Statement on Form F-4 (File No. 333-290954), filed with the SEC on December 5, 2025). | |
| 10.5 | Form of Restricted Stock Agreement to Oncolytics Biotech Inc. 2026 Incentive Award Plan (incorporated by reference to Exhibit 10.15 of the registrant’s Amendment No. 1 to Registration Statement on Form F-4 (File No. 333-290954), filed with the SEC on December 5, 2025). | |
| 99.1 | Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 of the registrant’s Annual Report on Form 10-K filed with the SEC on March 30, 2026). | |
| 99.2* | Press Release of Oncolytics Biotech Inc., dated April 1, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 1, 2026 | ONCOLYTICS BIOTECH INC. | |
| By: | /s/ Kirk Look | |
| Name: Kirk Look | ||
| Title: Chief Financial Officer | ||
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 ticker symbol “ONCY.” Effective today, the CUSIP number applicable to the Company’s common stock will be 68237V 103, and the ISIN will be US68237V1035.
Today, most of the Company’s investors, management team, and capital markets activity are U.S.-based. We expect this transition to bring several benefits to the Company and its stockholders, including greater operational efficiency, a streamlined regulatory structure, and improved access to U.S. capital markets.
“We are encouraged by the potential benefits that Nevada’s corporate legal environment presents to biotech companies, especially given our focus on operational efficiency across the company,” said Jared Kelly, Chief Executive Officer of Oncolytics. “As we no longer qualified as a “foreign private issuer” under applicable U.S. securities laws, it made sense to overhaul our corporate structure and change Oncolytics’ jurisdiction of incorporation to reflect its status as a U.S. domestic issuer. While our clinical data and regulatory strategy will ultimately give us the best opportunity to create long-term value, we believe our new corporate structure will streamline our ability to execute on our goals.”
About Oncolytics Biotech Inc.
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.
The Company is advancing pelareorep in combination with chemotherapy and/or checkpoint inhibitors in metastatic gastrointestinal cancers, where pelareorep has received Fast Track designation from the FDA for colorectal and pancreatic cancer. Oncolytics is actively pursuing strategic partnerships to accelerate development and maximize commercial impact. For more about Oncolytics, please visit: www.oncolyticsbiotech.com or follow the Company on social media on LinkedIn and on X @oncolytics.
Forward-Looking Statements
This press release contains forward-looking statements, within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and forward-looking information under applicable Canadian securities laws (such forward-looking statements and forward-looking information are collectively referred to herein as “forward-looking statements”).
Forward-looking statements contained in this press release include statements regarding the Company’s offices in Calgary, Alberta and San Diego, California; the expected benefits from Oncolytics’ new corporate structure, including the 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 potential benefits that Nevada’s corporate legal environment presents to biotech companies, such as Oncolytics; beliefs as to the potential, registration, mechanism of action, and benefits of pelareorep as a cancer therapeutic; the Company’s goals, strategies, and objectives, and its potential to create long-term value for Oncolytics; expectations around the design, milestones, anticipated timelines, and expected outcomes for current and future studies; and its belief in the clinical promise of pelareorep in anal, colorectal, pancreatic, and other gastrointestinal cancers. In any forward-looking statement in which Oncolytics expresses an expectation or belief as to future results, such expectations or beliefs are expressed in good faith and are believed to have a reasonable basis, but there can be no assurance that the statement or expectation or belief will be achieved. These statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from those anticipated. These risks include, but are not limited to, regulatory outcomes, trial execution, financial resources, access to capital markets, and market dynamics. Please refer to Oncolytics’ public filings with securities regulators in the United States and Canada, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for more information. The Company assumes no obligation to update forward-looking statements, except as required by law.
Company Contact
Jon Patton
Director of IR & Communication
jpatton@oncolytics.ca