Oncolytics Biotech® Files Circular/Prospectus for Special Meeting of Shareholders To Change Jurisdiction of Incorporation to Nevada

Rhea-AI Summary

Oncolytics Biotech (NASDAQ: ONCY) filed a Form F-4 registration statement including a preliminary management circular/prospectus and announced a Special Meeting of Shareholders to vote on a continuance from Alberta to British Columbia and a domestication from British Columbia to Nevada. The Domestication requires an affirmative vote of not less than two-thirds of votes cast and is expected to occur on January 1, 2026 or as soon as practicable thereafter.

The company said there are not expected to be material changes to operations or financial results, that it will continue SEC reporting and Nasdaq trading under ONCY, and that the move is intended to reduce regulatory burden and costs, aid capital raising, and reflect that most operations and shareholders are in the United States. Shareholders will also vote on a new incentive award plan.

Positive

• Form F-4 filed including preliminary management circular/prospectus
• Domestication to Nevada expected on January 1, 2026
• Common shares will continue trading on Nasdaq under ONCY
• Shareholders to vote on a new incentive award plan

Negative

• Two-thirds vote required to approve continuance and domestication
• Company will remain subject to SEC reporting and, as applicable, Canadian securities laws
• Domestication requires an interim continuance to British Columbia before Nevada

Insights

Corporate Governance Analyst

Planned domestication to Nevada and continuance to British Columbia seeks to simplify corporate law exposure and corporate domicile by Jan 1, 2026.

The company filed a Form F-4 containing a preliminary management circular/prospectus and other documents to support a Special Meeting where shareholders must approve a Continuance from Alberta to British Columbia and a Domestication to Nevada by at least a two-thirds affirmative vote. The filing states the company expects no material changes to operations or financial results and that Nasdaq listing under the symbol "ONCY" and SEC reporting will continue.

The transaction also includes a vote on a new incentive award plan. The stated goals are to reduce the regulatory burden and costs of dual U.S.–Canada regulation and to reflect that most operations and a large shareowner base are in the United States; shareholders should watch the Special Meeting materials, the final meeting circular and the two-thirds vote outcome on or around Jan 1, 2026.

SAN DIEGO, Oct. 20, 2025 /PRNewswire/ -- Oncolytics Biotech® Inc. (NASDAQ: ONCY) ("Oncolytics" or the "Company"), a clinical-stage immunotherapy company developing pelareorep, today announced it has filed a registration statement on Form F-4 with the Securities and Exchange Commission (the "SEC") that includes a preliminary management circular/prospectus and other relevant documents related to various proposals contained therein, and has plans to hold a Special Meeting of Shareholders (the "Special Meeting") to vote on, among other things, a series of transactions that will change the jurisdiction of Oncolytics from the Province of Alberta in Canada to the State of Nevada in the United States of America (the "Domestication"). In order to facilitate the Domestication, the Company expects to, prior to the Domestication, continue its existence from the Province of Alberta to the Province of British Columbia (the "Continuance"). The Continuance and the Domestication require approval by the affirmative vote of not less than two-thirds of the votes cast at the Special Meeting by proxy or in person. If approved, the Domestication is expected to occur on January 1, 2026, or as soon as practicable thereafter. There are not expected to be any material changes to the Company's operations or financial results as a result of the Continuance or Domestication. The Company will continue to be subject to SEC reporting requirements and, as applicable, Canadian securities laws, and its common equity securities will continue to trade on the Nasdaq Capital Market under the symbol "ONCY."

The Domestication is intended to reduce the regulatory burden and cost of being subject to the laws and regulations of both the United States and Canada and to facilitate stockholder value creation over the long term by, among other things, reducing our operating costs and enabling us to compete effectively in raising the capital necessary for us to continue to implement our strategic plan. In addition, most of the Company's operations are located in the United States, and a large percentage of our shareholders are located in the United States. We chose the State of Nevada to be our domicile because of its favorable corporate environment and because the NRS expressly accommodates a continuance authorized by the Business Corporations Act (British Columbia). Canadian income tax liability considerations were taken into account as well.

In connection with the Domestication, shareholders will also be asked to vote on a proposal approving a new incentive award plan. Additional details about the Special Meeting and proposals are included in the preliminary management circular/prospectus included in the Company's registration statement on Form F-4 and will be included in the Company's definitive meeting materials, which will be distributed to all shareholders eligible to vote at the Special Meeting and in relevant regulatory filings. The Company encourages all shareholders to review this information when it is available.

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 pancreatic and breast cancers, of which both development programs have received Fast Track designation from the FDA, and other gastrointestinal tumors. 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.

Additional Information and Where to Find It

The Company has filed a registration statement on Form F-4 that includes a preliminary management circular/prospectus and other relevant documents in connection with the proposed Continuation and Domestication. ONCOLYTICS SHAREHOLDERS ARE URGED TO READ CAREFULLY THESE DOCUMENTS AND THE DEFINITIVE MANAGEMENT CIRCULAR/PROSPECTUS, WHEN FILED AND MAILED, BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CONTINUATION AND DOMESTICATION. Investors may obtain a free copy of the preliminary management circular/prospectus and other filings containing information about Oncolytics and the proposed Continuation and Domestication from the SEC at the SEC's website at http://www.sec.gov. In addition, copies of the preliminary management circular/prospectus and other filings containing information about Oncolytics and the proposed Continuation and Domestication can be obtained without charge by directing a request to Oncolytics Biotech Inc., Suite 804, 322 11th Avenue SW, Calgary, Alberta T2R 0C5 (telephone (403) 670-7377) or accessing them on the Company's corporate website at www.oncolyticsbiotech.com. 

Oncolytics, its directors, executive officers, certain other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Oncolytics in favor of the proposed Continuation and Domestication. In addition, Oncolytics has engaged Laurel Hill Advisory Group to aid in the solicitation of proxies for the Special Meeting, and Laurel Hill Advisory Group may solicit proxies by personal interview, mail, telephone, facsimile, email or otherwise. Oncolytics will pay Laurel Hill Advisory Group approximately CAD $35,000 for its proxy solicitation services, plus reasonable out-of-pocket expenses incurred in the process of soliciting proxies. Solicitations also may be made by mail, email, personal interview, telephone or other electronic transmission by directors, officers and other employees of Oncolytics without additional compensation.

Additional information regarding the interests of potential participants in the proxy solicitation is included in the preliminary management circular/prospectus and will be included in the definitive management circular/prospectus and other relevant documents that the Company has filed and intends to file with the SEC in connection with the Special Meeting.

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 timing, implementation and adoption of the Continuance and the Domestication; the anticipated benefits of the Continuance and the Domestication; the implementation of a new incentive award plan; beliefs as to the potential, registration, mechanism of action and benefits of pelareorep as a cancer therapeutic; Oncolytic s' plan to continue actively pursuing strategic partnerships; its goals, strategies and objectives; and its belief in the clinical promise of pelareorep in metastatic 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, market dynamics and the impact of a continued shutdown of the U.S. government. Please refer to Oncolytics' public filings with securities regulators in the United States and Canada 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 

Investor Relations for Oncolytics
Mike Moyer
LifeSci Advisors
+1-617-308-4306
mmoyer@lifesciadvisors.com 

Media Contact for Oncolytics
Owen Blaschak
LifeSci Communications
oblaschak@lifescicomms.com

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SOURCE Oncolytics Biotech® Inc.

FAQ

What did Oncolytics (ONCY) file with the SEC on October 20, 2025?

Oncolytics filed a Form F-4 registration statement including a preliminary management circular/prospectus for a Special Meeting.

When is Oncolytics' domestication to Nevada expected to occur for ONCY?

The company expects the domestication to Nevada to occur on or about January 1, 2026 or as soon as practicable thereafter.

What shareholder vote is required for Oncolytics (ONCY) to change jurisdiction?

The continuance and domestication require the affirmative vote of not less than two-thirds of votes cast at the Special Meeting.

Will Oncolytics (ONCY) still trade on Nasdaq after the domestication?

Yes; the company said its common equity securities will continue to trade on the Nasdaq Capital Market under ONCY.

Why is Oncolytics (ONCY) seeking to domicile in Nevada?

The company cited Nevada's favorable corporate environment, alignment with U.S. operations and shareholders, and consideration of Canadian tax liability.

Are there expected operational or financial changes from Oncolytics' domestication?

The company stated there are not expected to be any material changes to operations or financial results as a result of the continuance or domestication.